Annual Report 2015

Transcription

Annual Report 2015

EYE CARE, WE CARE MORE
GRANDVISION ANNUAL REPORT 2015
GrandVision at a glance
GrandVision is a global leader in optical retailing and is committed to
delivering high quality and affordable eye care to more and more people
around the world.
With 6,110 stores and online, we are present in 44 countries across
Europe, the Americas and Asia. Our stores operate under well-known
local retail banners, which are often the leaders in their respective
countries.
We deliver expert optical services to our customers, and offer
prescription glasses including frames and lenses, contact lenses and
sunglasses, both plain and with prescription lenses, through a portfolio
of optical retail banners.
EYE CARE, WE CARE MORE
6,110 stores
Over
500,000 store
44 countries
34 retail banners
14 million spectacles sold
1.5 million social media followers
visitors per day
Revenue
€3,205 million
EBITDA*
€512 million
*Adjusted EBITDA
2
GrandVision Annual Report 2015
Over
31,000 employees
Our vision, mission and strategy
Vision
GrandVision has the vision to provide high quality and affordable
eye care to more and more people around the world. By doing so,
GrandVision aspires to help them realize their full potential in life.
In EYE CARE, WE CARE MORE.
Mission
GrandVision is committed to growth and achieving a market leading
position in each country it operates in, and thereby create value for all its
stakeholders and foremost, its customers.
Strategy
GrandVision with its leading market position, global presence and
capabilities, is uniquely positioned to respond to favorable market
trends. The GrandVision global strategy is based on five strategic
priorities:
Enter new markets
Strengthen and deploy
global capabilities
Expand in current
markets also through
bolt-on acquisitions
Drive further
comparable growth
Optimize the existing
store network
3
Our global scale and presence
Every day, more than 500,000 people visit our stores worldwide.
Our more than 31,000 employees include highly qualified, dedicated
vision experts who, next to best product advice, offer specialized services
such as state-of the-art eye testing, examinations and diagnostics.
Number of stores in 2015
by segment
1,370
3,033
1,707
Revenue in 2015
by segment (in € million)
354
1,976
875
G4
Other Europe
Adjusted EBITDA in 2015*
Americas & Asia
by segment (in € million)
8
401
135
*Excluding Other Reconciling Items
4
The key drivers of the optical retail sector are very similar in most
markets around the world. We therefore strive to develop and deploy
global capabilities, which also combine our operational leverage with
local skills.
Our business is organized on a geographic basis and operates through
three segments: G4, Other Europe and Americas & Asia. GrandVision Annual Report 2015
5
Our customer journey
We differentiate ourselves through our simple, safe and honest customer
journey. The journey includes a clearly structured commercial offering,
transparent features and pricing schedules, and a unique assortment
focused fully on true customer benefits and quality.
1
Do your eye test
6
2
Select your complete pair
or contact lenses
3
Select your lens or contact
lenses package
4
Select your 2nd pair
or contact lenses or
sunglasses
Our people
Our professional, highly qualified and dedicated vision experts are at the
heart of GrandVision. They go the extra mile and prove every day that
in EYE CARE, WE CARE MORE.
Our aim is to attract and nurture a passion for eye care and to help our
people grow and develop their expertise and careers.
We operate a lean and decentralized organization, in which most of
our employees are located in our stores and are entirely dedicated to
servicing our customers.
84% of our employees work in our stores
Non-store
16%
Male
Female
30%
70%
Store
84%
Other vision experts
65%
Certified opticians
35%
7
Our market
The global eyewear market is worth approximately €104 billion and is
expected to see strong growth in the years ahead. This growth is driven
by major demographic, customer and product trends in both mature and
emerging markets.
2015
2020
27%
30%
30%
€104bn
27%
€136bn
2%
3%
41%
Europe
40%
Americas
Africa
Asia
Long–term socioeconomic drivers are expanding our markets worldwide.
With greater access to affordable eye care, more people will be able to
unleash their potential in school, at work, while driving, or at home.
Aging population
2.0 billion people
above 60 years by 2050
Under-penetration of eye care
1.1 billion people
need glasses but don’t have access to them
Emerging middle class
4.9 billion people
middle class population in 2030 (approx. 2 billion today)
8
Key performance indicators
2015
2014
2013
2012
2011
Results
Revenue (€ million)
Organic growth (%)
Comparable growth (%)
Adjusted EBITDA (€ million)
Adjusted EBITDA margin (%)
Operating result (€ million)
Net result (€ million)
Earnings per share (in €)
3,205
5.3%
4.1%
512
16.0%
353
231
0.84
2,817
5.7%
4.3%
449
16.0%
289
175
0.64
2,620
2.5%
1.6%
400
15.3%
270
156
0.56
2,518
3.0%
0.8%
372
14.8%
231
117
0.40
2,396
348
14.5%
222
102
0.39
Operational Information
System wide sales (€ million)
Number of stores
Number of own stores
Number of franchise stores
Number of countries
Number of employees (average FTE)
Number of retail banners
3,541
6,110
5,014
1,096
44
27,510
34
3,145
5,814
4,744
1,070
43
25,776
33
2,927
4,993
3,982
1,011
40
22,235
25
2,822
4.876
3,893
983
40
21,487
24
2,686
4,646
3,648
998
40
20,211
24
220
162
122
40
941
1.8
222
158
117
41
922
2.1
220
113
84
29
837
2.1
208
114
91
23
1,017
2.7
119
133
Liquidity and Debt
Free cash flow (€ million)
Capital expenditure (€ million)
Store capital expenditure (€ million)
Non store capital expenditure (€ million)
Net debt (€ million)
Net debt leverage (times)
Definitions
Adjusted EBITDA:
Organic growth (%):
Comparable growth (%):
System wide sales:
Free cash flow:
Net debt leverage:
1,080
3.1
EBITDA before non-recurring items.
represents the change in revenue as compared to the prior period,
excluding changes in revenue attributable to acquisitions and
excluding the effect of fluctuations in foreign exchange rates.
represents the percentage change in revenue from comparable
own stores at constant currency between two comparable financial
periods. Comparable own stores for a given financial period under
review represent the Group’s own stores that have been opened at
or before 1 January of the prior financial period and have not been
permanently closed at the last day of the financial period.
all revenue generated by sales of the Group’s stores to customers,
not only through the Group’s physical and online stores, but also
through the Group’s franchise stores (excluding associates).
cash flow from operating activities minus capital expenditure not
related to acquisitions.
net debt expressed as a multiple of Adjusted EBITDA.
9
Table of contents
10
Message from the CEO
12
Business and strategy
16
Customer-centric business model
17
Business environment
20
Strategy and objectives
24
GrandVision's people
26
Corporate Social Responsibility
30
Business performance
36
Group performance
36
Financial review
38
Financial position
42
Segment performance
46
Corporate governance
54
Report from the Supervisory Board
54
Governance and compliance
57
Management Board
61
Supervisory Board
62
Remuneration report
63
Risk management
66
Management review and reporting
71
Table of contents
Shareholder information
74
Initial Public Offering and listing
74
Share price performance
74
Shareholders
74
Investor Relations
75
Annual General Meeting
76
Dividends
76
Important dates
77
Financial Statements
80
Other information
152
Independent Auditor’s Report
152
Address and contact details
161
11
Dear reader,
2015 was a successful year for GrandVision.
Revenue grew by 13.8% to €3.2 billion or 13.2%
at constant exchange rates. Comparable growth
of 4.1%, network expansion (1.2%) and
acquisitions (7.9%) contributed to this
development. Adjusted EBITDA grew by 13.8%,
to €512 million or 12.8% at constant exchange
rates. Excluding acquisitions, our EBITDA
margin expanded by 64 bps to 16.6%, and
remained constant when including the diluting
effect of the acquisitions.
GrandVision’s G4 segment had a comparable
growth of 4.1% and confirmed its best-in-class
margin level and high cash flow generation. The
Other Europe segment achieved comparable
growth of 3.2%, as well as growth from
acquisitions and network expansion, and saw
good EBITDA growth. The Americas and Asia
segment delivered the highest comparable
growth of 6.6% driven by Latin America.
During 2015, the optical retail market expanded
further. We increased our market positions in all
segments with organic growth outperforming
the underlying expansion of the market.
Particularly good performances were achieved
in Germany, Austria, Southern Europe, and Latin
America. In times of weaker economic
conditions, such as in the emerging markets
which faced challenges in 2015, consumers
generally become more price-sensitive,
searching for high quality but at the same time,
affordable offerings. This explains the resilience
of our business model, which is focused on
providing such offers.
We made progress in reaching our long-term
strategic ambitions, as we continued to
strengthen and leverage our capabilities
globally. This enabled us to further enhance our
customer promise to provide high quality and
affordable eye care to more and more people
around the world. I would like to highlight a few
strategic and operational achievements:
12
We have further strengthened our global Supply
Chain organization. For example, all Exclusive
Brand frames and sunglasses are now
purchased through the global Supply Chain
company, allowing for faster times to market,
better product availability, and streamlined
logistics from our suppliers.
Our TechCenter production strategy has moved
forward in line with expectations. These largescale industrialized production facilities provide
benefits in terms of quality, delivery speed,
reliability, and cost, when compared to the
traditional approach of producing and
assembling spectacles in smaller labs or instore. In 2015, more countries, including Spain,
Portugal, Italy and Denmark, became connected
to the TechCenter network.
Another milestone in the year was the
successful launch of our new global ERP system
in the Netherlands and Belgium, the United
Kingdom and Ireland. Further international
rollout will follow in the coming years until all
countries will benefit from the global ERP
system.
We advanced in the development of our omnichannel solution and went live with a first stage
omni-channel customer experience in China. A
seamlessly integrated customer journey is now
being enabled across all channels in that
country, which has served as an important
incubator for our omni-channel innovation. This
innovative retail approach will be further
enhanced in the years ahead and rolled out
globally.
At the same time, we have further improved the
accessibility to our high quality and affordable
eye care services and products by further
optimizing and expanding our store network. At
the end of 2015, GrandVision operated a total of
6,110 stores, a net increase of 296 from 5,814 at
the end of 2014.
In December, we completed the acquisition of
the U.S.-based optical retail chain For Eyes with
an integrated network of over 100 stores. The
United States is the world’s largest and also a
growing optical retail market. For Eyes is now
being integrated into GrandVision and will be
aligned with our overall business approach and
growth strategy.
GrandVision serves customers in Europe, North
America, Latin America and Asia. This global
footprint provides a solid basis for future
growth, even as we continue to explore
opportunities for additional expansion, as we
have done successfully in the past. We bring the
benefits of our global capabilities to each of our
businesses, including smaller countries, and
maintain a focus on expansion in fast-growing
markets.
The vision experts in our stores serve our
customers in the best way and with the best
products and services. They are at the core of
our business. All other parts of our organization
are focused on providing the best support to
them. Therefore, continuous training and
development of our staff will always be a top
priority. With the GrandVision Academy we have
developed a comprehensive and long-term
learning path for all store-based employees.
In summary, we have progressed on the journey
to leverage our potential as a global leader in
optical retailing for the benefit of our customers
and our business.
Looking ahead, we will take the appropriate
steps to continue on this journey, always with
long-term value creation in mind. We will
continue to enhance and internationally deploy
our global capabilities, and improve the
accessibility of our services and products to our
customers.
I would like to thank all GrandVision employees
for their passion and dedication in serving our
customers, their determination in always
searching for the better solution, and their
commitment to further growing and improving
our business. I look forward to delivering on our
global vision as a strong team also in 2016. We
will again demonstrate that in EYE CARE, WE
CARE MORE.
Theo Kiesselbach, CEO
13
In focus
Offering high quality at affordable
prices
Exclusive Brands for frames are an important part of our offering and
our identity.
GrandVision has built a global portfolio of
Exclusive Brands for frames based on the
understanding of consumer preferences in the
eyewear category. We have studied consumers
across all our countries: who they are; where
and when they shop; what they purchase, and
especially what they expect.
Based on these insights, we have developed
unique frame styles for each customer segment.
Each style addresses distinct consumer needs,
personalities, behaviors and expectations. We
then created a complete portfolio of Exclusive
Brands catering to every taste and requirement.
Our strong assortment of Exclusive Brands for
frames differentiates our offering and supports
our vision to provide high quality and affordable
eye care. It improves customer satisfaction and
loyalty, and enables profitable growth.
Heritage
Fuzion
Julius
Heritage is the expression of Iuxury
and timeless elegance. The brand
targets both men and women looking
for exclusive, quality products, who
love to go beyond the day-to-day
trends by selecting exclusive
accessories.
Fuzion has a creative soul, where
stylish colors and patterns meet
innovative technologies . Fuzion goes
beyond the conventional.
Julius exudes business efficiency with
charisma – the perfect synergy of
innovative technology and elegance.
Its city-slick designs and finishing
touches reflect technology and
masculinity through elegant colors
and modern shapes.
Our brand expression of luxury and
timeless elegance
14
Our Exclusive Brands for frames offer customers
high quality, innovative and distinct product
features in terms of design and technology.
They also provide a full range of more
affordable alternatives at all levels, without
compromising on quality.
Our avant-garde design brand with a
stylish and unconventionaI look
Our new-age business brand inspired
by technology
LightFly
Miki Ninn
IN STYLE
Light technology and minimal design
rule the LightFly atmosphere. This
range is all about a smart and invisible
look, the perfect balance of comfort
and performance.
Miki Ninn is the expression of colors.
It is about fashion, trendy styles, and a
young and expressive look. Miki Ninn
has easy-to-wear styles, cool shapes,
fresh colors and decorations.
IN STYLE is about the hottest trends
emerging from the coolest streets
around the world. It is designed
to appeal to the ‘connected’ and
dynamic men and women who like to
experiment and be on top of the latest
styles in high-street fashion.
Our comfortable eyewear brand that
is so light you forget you are wearing it
Our trendy fashion eyewear brand to
express the colors inside you
Our on-trend brand born from street
fashion
15
As a global leader in optical retailing,
GrandVision has the vision to provide high
quality and affordable eye care to more and
more people around the world, thereby
helping them realize their full potential in life.
In EYE CARE, WE CARE MORE.
With over 6,100 stores in 44 countries across
Europe, the Americas and Asia, GrandVision
operates 34 leading retail banners. We offer the
widest access to expert vision services and
products, which include prescription glasses,
contact lenses and care products, and
sunglasses both with and without prescription
lenses.
16
GrandVision employs more than 31,000
employees, including highly qualified, dedicated
vision experts who, next to best product advice,
offer specialized services such as state-of-the-art
eye testing, examinations and diagnostics.
As part of our mission, we are committed to
growth and the achievement of a marketleading position in each country we operate in,
thereby creating value for all our stakeholders
and foremost, our customers. We are pursuing a
strategy to further expand our global presence
and develop and deploy our leading-edge global
capabilities.
Customer-centric business model
GrandVision differentiates itself by offering a
simple, safe and honest customer journey. The
customer-oriented assortment together with a
complete range of optical services are
available through any of our 34 retail banners.
This harmonized approach aims to significantly
improve the customer experience, with a focus
on higher in-store conversion and customer
satisfaction, resulting also in stronger customer
loyalty. The journey includes a clearly structured
commercial offering, transparent product
features and pricing schedule, and a unique
assortment focused fully on true customer
benefits and quality. It is also increasingly
supplemented by omni-channel features.
GrandVision primarily addresses the large and
fast-growing mass-market segments with high
quality and affordable eye care, complemented
by sophisticated optical services, and
comprehensive after-sales customer care.
Affordable Exclusive Brands
GrandVision's Exclusive Brands offer high
quality and distinct product features in terms of
design and technology. GrandVision’s exclusive
portfolio includes the following brands:
Exclusive Brands
Frames
Sunglasses
5th Avenue
Heritage
Activ
Seen
BeBright
Solaris
C-line
Unofficial
DbyD
Enzzo
Lenses
Fuzion
LightView
Go Green
VariView
Heritage
Julius
Contact Lenses
IN STYLE
Eyexpert
iSwitch
iWear
LightFly
With its simple and transparent value-for-money
proposition, GrandVision offers well known
international brands, as well as more affordable
exclusive and high-quality in-house brands. The
customer-centric approach is characterized by a
number of key competitive advantages that are
often based on the company’s scale and global
reach.
GrandVision operates a ‘retail-only’ model that
makes it highly flexible and able to provide a
wide and solely customer-oriented assortment
of products and brands. The close customer
proximity of its strong local networks allows it to
identify new trends at an early stage. Without
the constraints of an own production base and
due to its unique distribution power, the
company can quickly follow these trends and
introduce the benefits of the latest service,
product and production innovations to its
customers.
Miki Ninn
Play!
Seen
Sensaya
The one
twiins
The global assortment of Exclusive Brands
covers the full consumer spectrum and is
supported by global and in-store marketing to
communicate the brand identities and specific
customer benefits. The harmonization of both
products and suppliers allows for a stronger
value proposition and positioning of each
Exclusive Brand, faster replenishment cycles,
greater delivery reliability, higher quality and
lower cost.
At the same time, the scale and global reach of
GrandVision leads to procurement advantages
in terms of product range, quality and purchase
prices, providing a more competitive range at
more affordable retail prices. Distribution and
marketing capabilities also enable strong and
effective communication that creates brand
awareness and customer loyalty in each of our
local markets.
17
Retail banners
Solaris
GrandVision operates 34 retail banners which
target the mass-market segment in their
respective country. In some countries
GrandVision operates multiple banners and
addresses the mid-to-high market segment with
a separate banner.
Sunglasses have traditionally been marketed as
a fashion item rather than an eye care product.
They provide several functional benefits,
including protection against ultraviolet radiation
and glare, and improved vision in various
situations, such as driving and sports.
Standard sunglasses are generally not suitable
for the large portion of the population that
required eyesight correction, and only
approximately 17% of sunglasses sold have
prescription lenses. GrandVision addresses this
gap in the market for sunglasses with optical
benefits through its innovative Solaris format.
In addition, we operate the international
sunglasses banner Solaris. The reputation and
consumer awareness of our retail banners
contributes to their success and performance.
High brand awareness of these local banners
generates traffic into stores, encourages
potential purchases and helps build and
maintain customer loyalty. Some of our most
prominent retail banners are listed in the table
below:
Retail banner
Country
Apollo-Optik
Germany
Générale d’Optique
France
GrandOptical
Belgium, Cyprus, Czech
Republic, France, Greece,
Hungary, Portugal,
Slovakia
GrandVision
China, Italy, Peru
Pearle
Austria, Belgium,
Netherlands
Vision Express
Bahrain, Hungary, India,
Ireland, Kuwait, Oman,
Poland, Qatar, Saudi
Arabia, United Kingdom
18
By the end of 2015, Solaris had 1,201 points of
sale, mostly as corners in GrandVision’s stores.
They give customers who buy a new pair of
prescription glasses or contact lenses, the
opportunity to also choose a pair of sunglasses
that meets their needs. Solaris offers customers
a complete product range in terms of price,
brand variety and functionality. In addition,
more than 70% of Solaris’ sunglass frames can
be fitted with prescription lenses.
Omni-channel strategy
In optical retailing, personal interaction with a
vision expert remains necessary in order to, for
example, administer eye tests and
examinations, and to fit prescription eyeglasses.
This represents a barrier for pure online
retailers to penetrate the market on a broad
scale.
Nevertheless, consumers around the world
increasingly prefer to efficiently and effectively
conduct at least parts of their customer journey
online. They therefore expect retailers to
provide more flexible forms of retail interaction
and service. To serve this demand, GrandVision
is establishing an omni-channel route to market
and is offering a range of services through the
websites of its retail banners. These services
include store locators, appointment booking
systems and the pre-selection of frames. Some
of our retail banners also offer customers the
ability to purchase sunglasses or contact lenses
online, thereby competing directly with online
players. In addition, in-store features are also
being enabled with new technologies.
To facilitate the development of omni-channel
activities in different markets and ensure
consistency across the group, GrandVision is
developing a single global omni-channel
platform. In 2015, China became the first
GrandVision market to go live. A seamlessly
integrated customer journey is now being
enabled across all channels in that country,
which has served as an important incubator for
GrandVision's omni-channel innovation. This
innovative retail approach will be further
enhanced in the years ahead and rolled out
globally.
GrandVision's retail banners are active in social
media. As media consumption of customers is
shifting online, nearly all retail banners interact
with their customers through social media in
addition to traditional advertising on TV, radio
and print. The total number of social media
followers of GrandVision's retail banners on
channels such as Facebook, Twitter and
Instagram was 1.5 million at the end of 2015.
19
Business environment
The global eyewear market is expected to
grow annually by mid-to-high single digits in
the period 2015 - 2020. Market growth is
driven by a number of demographic trends as
well as key product and market trends, in both
mature and emerging markets. Given that eye
care is a basic need for so many people around
the world, the optical retail sector is also
known to be comparatively resilient to
macroeconomic trends and characterized by
steady repurchase cycles.
Retail competition is generally on a national
level and is driven by local competitors and local
banners, which are easily identifiable for
consumers in those markets. GrandVision
operates the largest global network of optical
retail stores.
National competition is generally characterized
by a high degree of fragmentation with a large
portion of market share still held by
independent retailers. This is primarily due to
traditionally high levels of regulation and
subsidization in local eyewear markets which
tend to protect smaller but also less efficient
players. The market share held by independents
differs by country but remains above 50% in
most of GrandVision’s markets even though it is
generally decreasing over time.
There are many regional and national optical
retail chains, but only a few multi-country and
even less truly international chains.
With its leading market position, size, global
presence, and advanced capabilities,
GrandVision is well positioned to tap the growth
potential of its markets, by responding to the
favorable trends. These trends include:
Long-term growth drivers
Population growth
An estimated 60% of the current global
population requires some form of vision
correction. This represents more than 4 billion
people. As populations continue to expand, the
addressable global market for eyewear grows.
Growth projections vary per region, with higher
growth rates in Latin America and Asia
compared to Europe and North America.
20
Aging
Aging populations are more prone to visual
disorders, which stimulates demand for vision
correction and also more complex solutions.
Until 2030, the percentage of the population
over 60 years old is expected to increase two to
three times faster than the rate of global
population growth. This is particularly true in
Europe and North America, but also in emerging
markets and highly populated countries such as
China and India. The number of individuals
requiring eyesight correction and the demand
for more complicated and higher-value
solutions such as multi-focal lenses is expected
to increase.
Under-penetration of eyesight correction
There is a strong potential for eyewear providers
to address the under-penetration of eyesight
correction, particularly in emerging markets.
Growth of the global eyewear market in the
short–to-medium term is expected to be
strongly fueled by these markets. Not only do
they account for the vast majority of the global
population, the penetration of eyesight
correction in these countries is also still
significantly lower.
Emerging middle classes
The size of the eyewear market and its
development is highly correlated to economic
development. As economic activity and wealth
increases in emerging markets such as Latin
America and Asia, the intrinsic need for eyesight
correction and eye protection translates into
active consumer demand.
Higher value propositions
Technical innovations in the eyewear market
include both innovations in quality of lens
material as well as functionality and design
features. Growing awareness and penetration of
these innovations contribute to increased
demand for higher value eyewear products.
Additionally, needs for vision correction increase
in complexity as a person ages. This leads to a
demand for higher value solutions such as
multi-focal lenses. These generally have a
higher retail price and generate higher profit
margins but also require higher service levels.
Product trends
In addition to long-term socio-demographic
changes, the global eyewear market is
experiencing a number of product-driven
trends. These include:
Shift to higher value eyewear products
Increasing awareness and penetration of
technical innovations in the eyewear market is
contributing to a greater demand for higher
value eyewear products. Innovations relate to
the quality of lens material as well as to
functionality and design features (e.g.,
progressive, individualized lens designs,
improved fields of vision, light, thin,
antireflective, shockproof, photochromatic,
scratch resistant, anti-dirt and anti-fog, polarized
and ultraviolet protective lenses). In addition,
the need for vision correction increases in
complexity as a person ages.
Growth of the contact lens category
The global market for contact lenses and
especially disposable contact lenses is
increasing, also due to their inherently shorter
repurchase cycle. However, sales of contact
lenses as a proportion of total eyewear sales still
vary considerably across different markets. The
average annual spend for contact lenses is
higher per customer than it is for prescription
eyeglasses. In addition, contact lens customers
also tend to purchase prescription glasses and
sunglasses. Furthermore, consumer
21
engagement is generally higher for contact
lenses, which also increases the potential for
customer engagement and loyalty.
Demand for quality sunglasses
The current penetration of eyesight protection
from ultraviolet radiation is relatively low in both
mature and emerging markets. The growth of
the sunglass market is driven by an increased
awareness of the harm caused by ultraviolet
radiation, an increased demand for prescription
sunglasses, and the increased popularity of
sunglasses as a fashion item. As this awareness
increases, it is expected that demand for high
quality sunglasses, including ultraviolet
protective prescription sunglasses, such as
those offered by GrandVision under its Solaris
banner, will also grow. The shift to quality
sunglasses and the constant innovation of both
design and lenses, including light weight and
polarized lenses, contribute to a shorter average
repurchase cycle of sunglasses.
Market trends
Several market trends are creating favorable
conditions for GrandVision’s business. Most
notable are the general decrease in market
regulations, the fragmented nature of most
optical retail markets, and the growing online
market for eyewear. The main market trends in
global optical retail include:
Deregulation benefits optical retail chains
Market regulation has decreased in various
countries in recent decades and this trend is set
to continue. The easing of restrictions on eye
test and measurement services, and on the
cooperation between optometrists and opticians
is facilitating market access by full service
optical retailers, including optical retail chains
such as GrandVision. In addition, changes to
social security and health insurance
reimbursement systems are increasing price
competition, as the implied subsidies for smaller
optical retailers are being reduced.
22
Fragmented markets to further
consolidate
Given the high level of fragmentation of the
global eyewear market, consolidation is
expected to continue and drive the growth of
more effective and efficient retail formats. Large
multinational players in the eyewear market
have a more substantial resource base. This
supports the development of retail best
practices and customer service concepts that
have a positive impact on customer loyalty.
Competitive advantages for large optical retail
players such as GrandVision include greater
purchasing power with suppliers and the
possibility to develop much more efficient
supply chains – both leading to price reductions
for the consumers, the development of best
practices in customer service and assistance, the
attraction and retention of talent, and significant
economies of scale, such as the development of
centralized product finishing facilities and larger
marketing campaigns.
Emerging online eyewear market
The online eyewear market has grown to
represent approximately 4% of global eyewear
sales, which remains below the online
penetration levels of other retail segments.
Generally, contact lenses, ready readers and
plain sunglasses are more suitable for purchase
through pure online channels. However, the
need for personal interaction of consumers with
vision experts to administer eye tests and
examinations, the high degree of product
individualization and the requirement to fit the
finished prescription eyeglasses, creates a
barrier that limits penetration by pure online
players.
Consumers generally prefer to select and try
optical products in the store where personal
contact with opticians and optometrists creates
trust and loyalty. However, today’s consumers
also expect broader and more flexible forms of
retail interaction and service.
To address this opportunity, GrandVision is
establishing an omni-channel route to market,
where online services such as preselecting
frames, booking appointments and the
replenishment of contact lenses, are integrated
in the services provided in store.
Scale benefits of optical retailers
As a result of consolidation and
professionalization, some optical retailers have
become larger and have developed
considerable scale advantages including better
procurement opportunities and a more efficient
supply chain. This scale advantage results in
further efficiency gains. In addition, large optical
retailers increasingly create and source their
own in-house branded products from
alternative suppliers, contributing to increased
competitive pressure in the eyewear suppliers
market.
23
Strategy and objectives
GrandVision’s vision is to provide high quality
and affordable eye care to more and more
people around the world. To realize this vision,
GrandVision’s mission is to further grow and
achieve a market-leading position in each
country in which it operates, and thereby
create value for its stakeholders and foremost,
its customers.
GrandVision’s strategy enables us to compete in
local markets with unrivaled global capabilities
for the benefit of our customers. We enhance
profitability through operating leverage and
efficiency initiatives, with strong cash generation
and resilient growth. At GrandVision’s core is the
ability to differentiate through a perfectly
delivered customer-centric proposition. The
strategy is based on the five following strategic
priorities, which are explained in further detail
below:
1. Strengthen and deploy GrandVision’s global
capabilities
2. Drive further comparable growth
3. Optimize the existing store network
4. Expand in current markets, also through bolton acquisitions
5. Enter new markets
1. Strengthen and deploy global
capabilities
While GrandVision observes unique local
characteristics in every retail market, the
underlying customer needs and key drivers are
very similar in most markets around the world.
Based on this insight, GrandVision has
developed and is internationally deploying a
range of global capabilities.
By further enhancing its operational leverage
through efficiency improvements and an
ongoing focus on reducing complexity, the
company will allow for a faster and more costeffective development of its business.
GrandVision is leveraging its global capabilities
in all markets, including those which it would
have found difficult to develop on a local level,
due to either their size or maturity.
24
2. Drive further comparable growth
GrandVision considers comparable growth to be
the most sustainable and profitable source of
growth, as it leverages its existing operating cost
base. The underlying drivers of comparable
growth are:
• Volume growth in prescription eyeglasses
based on increased store traffic and
conversion rates
• Improved value-for-money propositions in
exclusive brands, driving volume and gross
margin at the same time
• Growth in the sales of contact lenses and
sunglasses
• Increased average consumer spend through
value-added products and up- and crossselling
• Transition to an omni-channel approach
• Improvement of customer loyalty
Based on these drivers, GrandVision his
pursuing the following strategic initiatives:
Professionalized customer journey:
GrandVision has developed a professionalized
customer journey. This harmonized concept
delivers an improved customer experience, with
a focus on higher conversion and customer
satisfaction, resulting in greater customer
loyalty. The concept includes a clearly structured
commercial offering, a transparent product
feature and pricing schedule, and an assortment
focused on functionality and quality. This
customer journey is increasingly supplemented
by omni-channel features. For its prescription
eyeglasses category, GrandVision predominately
targets volume growth and therefore market
share growth, also by establishing a priceleading position.
Cross-selling initiatives: Contact lens sales have
proven to be a strong driver of customer loyalty
due in part to the higher repurchase frequency
of disposable contact lenses, and greater
opportunities to cross-sell. Market penetration
in this category differs considerably between
countries. GrandVision is implementing an
approach for this category that is comparable to
the professionalized customer journey for
prescription eyeglasses, which includes a new
way of merchandising, presenting and selling
contact lenses.
Unlocking sunglass market potential:
Sunglasses is an underdeveloped category from
an optical perspective, as sunglasses are
generally marketed as an accessory or fashion
item. To systematically strengthen the sunglass
business, the Solaris banner offers customers a
complete product range in terms of price depth,
brand variety and functionality, ranging from
high quality, affordable exclusive brands to wellknown non-exclusive fashion brands.
Omni-channel customer journey: GrandVision
is pursuing an omni-channel approach by
integrating new technologies and applications
for customer engagement and interaction, both
online and in-store. This is enabled by a
seamless technology platform including in-store
functionalities and design that can be leveraged
and deployed globally. The omni-channel
customer journey will help GrandVision to
remain aligned to changing customer behaviors
and preferences, while further enhancing its
customer journey concept and driving
comparable growth.
3. Optimizing the store network
Market share growth is one of GrandVision’s key
ambitions. Expansion of the store network
through the opening of new stores is a key
element for achieving this goal. GrandVision's
approach includes targeted store openings,
relocations, and refurbishments, but also store
closures, in places where customer traffic
patterns have changed.
GrandVision generally pursues the expansion of
its store network in countries where there is a
proven and profitable store format, a relatively
low density of stores, and in countries where
there is a strategic growth ambition. In other
countries, store openings and acquisitions are
more selective and limited to when ‘white spot’
opportunities become available. As a
prerequisite for expanding its store portfolio,
GrandVision carefully assesses each business
case. It also ensures that the operational and
organizational platform is in place to support
growth, as well as the financial and internal
controls, and governance practices.
4. Expand in current markets, also
through bolt-on acquisitions
The national optical retail markets are still
highly fragmented, with a significant proportion
of independent retailers operating either
relatively small chains or single stores. This
provides the opportunity to expand through
bolt-on acquisitions of such businesses in
existing markets, and to then integrate these
into the existing GrandVision network.
GrandVision continuously reviews potential
acquisition opportunities both in mature and
emerging markets, and pursues these once a
sound business case has been established. It
also considers pure-play online propositions,
such as the 2014 acquisition of Lenstore.co.uk
in the United Kingdom, if and when there is
added value to offer its customers, synergies
with the existing business, and service and
quality levels are not compromised.
5. Enter new markets through
acquisitions or greenfields
While GrandVision currently has a presence in
44 countries, it is always exploring further
expansion to new markets. In 2015, GrandVision
acquired the U.S.-based optical retail chain For
Eyes, which operates through a network of 116
own stores in the metropolitan areas of Chicago,
Washington DC and Philadelphia, as well as in
Florida and California.
GrandVision continuously evaluates the
attractiveness of potential new markets by
looking at macroeconomic factors, market
growth and the conditions of operating an
optical retail chain.
25
GrandVision's people
At GrandVision, we understand the importance
of providing our customers with the best
possible service and quality in eye care. That is
why we continuously invest in the expertise and
capabilities of our people, and make every effort
to ensure they can meet the individual eye care
needs of our customers. It is the high
qualifications and passion of our people that
makes the greatest difference each day, across
our stores and TechCenters.
All GrandVision employees are encouraged to
care about customers, quality and service, and
to go the extra mile in everything they do. Our
people strategy is designed to attract and
nurture this passion for quality in eye care by
developing our employees’ skills and
knowledge, and fostering their professional
growth.
Over the last year, the average number of full
time employees (FTEs) increased by 1,734 to
27,510, due to acquisitions, as well as the
expansion of our network. Including part-time
employees, the total number of employees
reached over 31,000 in 2015.
Average number of FTEs by segment
2015
2014
Total
27,510
25,776
G4
12,576
12,147
Other Europe
7,620
7,415
Americas & Asia
7,176
6,120
Corporate, Other
138
94
Our people journey
To meet its people objectives and support its
global expansion, GrandVision is working on the
deployment of a new set of human resources
capabilities. These initiatives aim to
continuously improve staff efficiency, align
human resources efforts, strengthen our people
policies and practices, invest in common
enablers, and generate savings across the
organization.
As part of this journey, GrandVision has
implemented best practices at all levels of the
organization while simultaneously developing a
single, cohesive HR approach across all
countries and retail banners. This ensures
common HR operating principles and KPIs, and
strong governance across all geographies.
Our immediate priority has been to focus on
activities that strengthen our business
performance. This comprises globally leveraged
services that are provided to employees,
managers and applicants, with enhanced
operational support and easy-to-use tools, as
well as the sharing of best practice and business
partnering capabilities. This also includes the
26
deployment of functional training programs
built around a common framework.
Training and learning
GrandVision is committed to helping its people
develop and grow so that they fulfill their true
potential. The GV Academy is our international
center of excellence for continuous training and
learning for all employees, and ensures delivery
in a consistent and effective manner. The GV
Academy establishes a common training
framework and operational model with a focus
on commercial and retail staff expertise,
commercial abilities, and career development
and retention. All these areas also result in
productivity improvements.
The learning offered in multiple disciplines by
the GV Academy emphasizes functional skills,
technical expertise and leadership
development. These have been developed with
the needs of the business in mind and are
offered through a mix of online, social learning
and classroom channels.
Over the course of 2015, more than 38,000 days
of training were conducted by the GV Academy.
This has allowed us to:
• Differentiate GrandVision as an optical retail
employer with clear career steps and
development opportunities for people
• Improve effectiveness in developing training
content using shared resources
• Improve productivity of the business
• Increase employee retention
Careers
In addition to store managers and employees
who combine strong optical and sales abilities
with a passion for high quality and customer
care, GrandVision values the knowledge,
expertise and experience of qualified opticians
and optometrists. They bring the highest
standards of professional care to our customers,
and thereby deliver the retail promise of better
eye care for customers across our stores
worldwide.
Diversity
At GrandVision we aspire to reflect the diversity
of communities in which we work. We are
therefore committed to an equal opportunities
policy that covers our recruitment and selection
process, as well as our everyday operations.
To this end, we promote a healthy working
environment in which everyone is offered an
equal opportunity to achieve their potential.
This means that we uphold a working
environment that is free from discrimination,
harassment and victimization on the basis of:
• Gender, sexual orientation, marital or civil
partnership status, gender reassignment
• Race, color, nationality, ethnic or national
origin
• Hours of work
• Religious or political beliefs
• Disability
• Age
Over 70% of employees and more than 60% of
managers in our own stores are women. In
GrandVision’s leadership team of approximately
200 people who form the management teams of
our business units, more than 30% are women.
27
In focus
Bringing eye care to disadvantaged
communities
In partnership with the Danish Blind Community, GrandVision under
the local retail banner of Synoptik is at the forefront of efforts to collect
and restore second-hand glasses that are donated to impoverished
communities in Ghana. The initiative began in 2007 and was the
brainchild of a Synoptik employee who after visiting Ghana, realized the
urgent need for even the most rudimentary forms of eye care.
Since then, the initiative has steadily grown to
collect, repair and distribute thousands of pairs
of glasses each year. At the same time, it has
created goodwill and high engagement levels
between Synoptik and its Danish customers
who eagerly visit stores to return their used
glasses.
As part of the program, Synoptik has
established a permanent optician clinic
in Ghana. The clinic was established in
28
cooperation with the Ghana Blind Union and
employs local opticians and assistants who
conduct free eye exams and distribute the
Danish glasses to people in Ghana all year
round.
Through initiatives like this, GrandVision aims
to increase accessibility to eye care, which is still
limited in many parts of the world, including
many communities in which we operate, and is
a high barrier to education and a better life.
Synoptik opticians performing eye tests in Ghana and re-fitting donated spectacles.
“A majority of Ghanaians do not
have the resources to afford vision
correction, and this project creates
a perfect opportunity for us to offer
our resources, experience and
expertise,”
says Lars Jørgensen, a Synoptik optician who has travelled
to Ghana as part of the program. “My colleague Sarah
met a boy who needed minus 9 to 9.5 in his glasses and
she had a pair, which she gave to him -- they completely
changed his life. That experience made a huge impression
on me and I honestly feel very proud and humbled.”
29
Corporate Social Responsibility
As a global leader in optical retailing, we
acknowledge the important role we play
towards economic development, improving the
quality of life of our customers and employees,
and creating value in the communities in which
we operate, and for society at large.
Our stakeholders, as we ourselves, expect us to
deliver products and services that take into
account all dimensions of value-creation,
including quality, sustainability, innovation,
availability, social responsibility and price. To
this end, we have begun to draw from our
already existing commitments in the areas of
environment, supplier management and human
rights, as well the GrandVision Code of Conduct,
to develop a comprehensive, global program for
Corporate Social Responsibility (CSR).
Global CSR Strategy
Many of GrandVision’s local retail banners have
already implemented CSR programs and have
followed them for many years. This experience
and expertise within the company has allowed
us to develop the structure of a global CSR
program commitment, including valuable best
practices. The GrandVision CSR program
includes a standardized reporting system that is
aligned to our strategic roadmap, and will be
fully rolled out over the next few years.
The Global CSR program comprises three
pillars:
• Corporate Citizenship
• Sustainability
• CSR reporting
The GrandVision CSR program ensures that the
company will continue to develop its business
and provide eye care services and products in
the most sustainable and ethical way, which is
consistent with our customers’ and other
stakeholders’ expectations.
The program is consistent with the rules
formulated in the GrandVision Code of Conduct,
which applies to all employees. A copy of the
GrandVision Code of Conduct can be found at
www.grandvision.com.
30
Corporate citizenship
As an international company, the biggest
contribution we make to communities is
through the positive impact of our business
objective itself: providing high-quality and
affordable eye care to more and more people
around the world, creating employment
opportunities and ongoing training and
development, creating value in our communities
through the very local nature of our retail
activities.
Supporting our communities
According to the World Health Organization,
over 600 million people worldwide are blind or
strongly vision impaired because they do not
have the right access to eye care. GrandVision
aims to play an important role towards ensuring
that more and more people across the world
have access to the eye care and vision correction
they need. We will therefore continue to engage
our customers and employees to further
improve access to eye care for people in need.
Economic contributions
In 2015, GrandVision helped stimulate
economic activity and create wealth through the
following contributions:
• €746 million in wages and salaries for more
than 31,000 employees
• €162 million total capital expenditure
investments made (excluding acquisitions of
chains)
• Corporate income taxes reported of €103
million in 2015
Tax strategy
GrandVision pursues a tax strategy that is
transparent and sustainable. Our tax strategy
aims to embed tax implications in business
processes where and when they originate. This
enables GrandVision to be compliant with tax
regulations at all times. Our tax positions are
defined by commercial rationale and business
purpose. This is supported by an integrated
transfer pricing approach which is based on
current and future best practice guidance issued
by the OECD. As a result, GrandVision is paying
taxes across its value chain in the jurisdictions
where the respective value is created.
GrandVision seeks to maintain good relations
with tax authorities in the countries where it
operates. We engage with them to explain the
rationale of our tax positons, disclose our
interpretation of applicable laws and
regulations when required.
The taxes paid by GrandVision are a significant
part of our contribution to local economies. In
2015, GrandVision reported €103 million in
corporate income taxes with an effective income
tax rate of 30.8%. In addition, GrandVision
generates other taxes for communities where
we are present, such as VAT, local taxes & levies
and employee taxes.
Sustainability
GrandVision recognizes its responsibility to
develop the business and provide eye care
services and products in a sustainable and
ethical way. Our customers and stakeholders
expect us to deliver products and services that
take into account all aspects of quality,
sustainability, social responsibility and price.
In addition to the GrandVision Code of Conduct,
we are in the process of implementing a
number of CSR policies and procedures
including an Environmental Policy, a
Responsible Sourcing Policy, and a Human
Rights Policy.
Minimizing our impact on the
environment
GrandVision understands that caring for the
environment is a major consideration when
conducting any business. With the full
commitment and active participation of all our
employees around the world, we are dedicated
to the following principles and actions:
• Complying with applicable environmental
laws and regulations and other requirements
• Sourcing products that were manufactured in
an environmentally responsible way, while
maintaining our commitment to quality,
through the efficient use of natural resources
across the supply chain, and the
establishment of relevant environmental
performance improvement targets
• Encouraging employee participation and
individual accountability for environmental
actions
• Integrating environmental considerations
into business planning, decision-making and
daily activities
• Maintaining qualified and trained teams that
ensure reliable, safe and efficient operations,
while promoting continuous improvement of
our environmental performance
• Increasing awareness of environmental
programs and involving all relevant
stakeholders in these efforts, including
employees, customers, suppliers, community
organizations, government officials,
regulatory agencies and other key groups
• Introducing relevant KPIs to evaluate,
benchmark and communicate our
environmental performance
Responsible sourcing
GrandVision looks at its entire value chain for
opportunities to limit environmental impacts,
foster economic stability among its suppliers,
and reduce costs. We are committed to ensuring
that we deal with suppliers that also recognize
their responsibility to the people they employ,
the communities they affect, and their impact
on the environment.
By means of the company’s Responsible
Sourcing Policy, we clearly communicate our
expectations in these areas and assess supplier
performance through a variety of measures.
GrandVision looks to work with suppliers to
ensure continuous reduction of any impacts on
people and the environment.
31
The policy includes mandatory requirements on
observation of human and labor rights in
business relationships with GrandVision, as set
out in the GrandVision Code of Conduct.
GrandVision ensures that all suppliers receive
and acknowledges a copy of the summary of the
Policy and that the importance to ethical
business conduct is clearly communicated.
GrandVision verifies alignment to the
Responsible Sourcing Policy through the use of
regular third-party audits. All employees
engaged in procurement and with suppliers also
have responsibility and accountability for
compliance with this policy.
•
•
•
Human rights
We are committed to business practices that do
not infringe on human rights and that are
aligned with various international standards of
responsible business conduct, including the
Universal Declaration of Human Rights, and the
International Labor Organization’s Declaration
on the Fundamental Principles and Rights at
Work.
GrandVision’s Global Human Rights Policy sets
out standards, expectations, and commitments
in relation to its responsibility to respect human
rights across its own operations, and to not
knowingly contribute to human rights violations
by other parties.
These commitments apply to all GrandVision
operations and to full-time, part-time, and
temporary employees and independent
contractors. They also apply to any subsidiaries,
franchisees or joint ventures where GrandVision
has a majority interest or management control.
In those instances where GrandVision does not
have a majority interest or management control,
it strongly encourages its business partners to
abide by the principles in this Policy.
The following human rights principles are those
that GrandVision considers the most material
within the scope of its activities:
• Child labor: GrandVision prohibits the
employment and exploitation of children
within its facilities and will not engage in or
support the use of child labor
• Forced labor and freedom of movement:
GrandVision prohibits all forms of forced or
32
•
•
compulsory labor and thus all employment
relationships must be voluntary in nature
Freedom of association: GrandVision
supports the right of all its employees to form
and join trade unions and other
organizations of their choice, and to bargain
collectively in support of their mutual
interests
Discrimination and harassment:
GrandVision prohibits all forms of
discrimination based on, but not limited to,
race, religion, gender, age, political opinion,
national extraction, and social origin
Working hours, compensation, standards of
living: GrandVision respects the need for
employees to have a balance between work
and leisure. Working hours and overtime
shall comply with applicable wage, work
hours, overtime and benefits laws and
regulations
Workplace safety and health: GrandVision
strives to ensure high standards of
occupational health and safety throughout
the organization
Security: GrandVision is committed to
fostering and maintaining a secure
workplace for all employees and protecting
employees, visitors and assets with
reasonable and responsible security systems,
measures and procedures in all facilities and
events.
Introduction of CSR reporting
GrandVision is in the process of establishing a
CSR reporting process in accordance with the
Global Reporting Initiative’s (GRI). GrandVision
will then report the progress of the selected key
performance indicators and CSR initiatives on
an annual basis.
33
In focus
Bringing consistent and high quality
products to our customers
In Europe, GrandVision operates multiple state-of-the-art TechCenters.
These facilities deliver the benefits of consistent and high quality
products to our customers, as well as more reliable delivery times.
By moving to industrialized cut, edge and fit
facilities, GrandVision improves the quality,
delivery time and cost of the spectacle
production process and allows the store staff to
focus stronger on serving the customers.
At the end of 2015, a significant share of all
lenses in the G4 and Other Europe segments
were cut, edged and mounted in GrandVision
TechCenters. GrandVision is planning to move
additional volume to the TechCenter network,
aiming to further improve quality and delivery
times.
34
The GrandVision TechCenters are integrated into the customer service process
Remove lab-work from stores
1
Select
2
Cut & Edge
3
Mount
4
Adapt and Deliver
35
Group performance
GrandVision reported €3.2 billion in revenue and €512 million in
adjusted EBITDA for 2015. The company grew in revenue and profit and
made progress on the execution of its strategic priorities and the
deployment of its global capabilities.
Results
2015
2014
Change
versus
prior year
Revenue
3,205
2,817
13.8%
13.2%
5.3%
7.9%
4.1%
4.3%
12.8%
9.2%
3.6%
in millions of EUR
(unless stated otherwise)
Adjusted EBITDA
512
449
13.8%
16.0%
16.0%
0bps
Operating result
353
289
22.4%
Net result
231
175
32.3%
3,541
3,145
12.6%
System-wide sales (€ million)
Revenue grew by 13.8% to €3,205 million,
driven by comparable growth of 4.1%, new store
openings and a 7.9% contribution from
acquisitions. Adjusted EBITDA increased by
13.8% to €512 million, and net result increased
by 32.3% to €231 million. System-wide sales,
which reflects the retail sales of GrandVision’s
own stores plus that of its franchisees, increased
by 12.6% to €3,541 million.
Operational highlights
In 2015, we saw favorable market conditions
across our business. In our European markets,
36
Change at
constant FX
Organic
growth
Growth from
acquisitions
demand was driven by demographic trends as
well as the consumers' continued focus on value
and quality. In our emerging markets, weaker
economic conditions have generally translated
into greater price sensitivity, which benefited
our affordable offering, and demonstrated the
resilience of our business model, especially in
Latin America. These favorable underlying
market trends and the continued execution of
our commercial strategy enabled us to achieve
comparable growth of 4.1% in 2015.
Operational information
2015
2014
Number of stores
6,110
5,814
Number of own stores
5,014
4,744
Number of franchise stores
1,096
1,070
Number of countries in which GrandVision is present
44
43
Number of retail banners
34
33
27,510
25,776
In December, GrandVision completed the
acquisition of the U.S.-based optical chain For
Eyes, an integrated U.S.-based optical retailing
network with 116 stores and a strong presence
along the East Coast. The United States is the
world’s largest optical retail market and is
expanding futher, due to a growing and aging
population with an increasing need for eye care.
Following the acquisition, the U.S. business has
been included in the Americas & Asia segment
(previously Latin America & Asia).
continued organic expansion of the store
network, led to a total Group store network of
6,110 stores at year-end 2015, of which 5,014
were own stores and 1,096 were franchise
stores. The number of own stores grew faster
than the number of franchise stores, as the
acquired businesses mainly operate own stores.
Number of stores in 2015
by segment
Americas
An operational priority in 2015 was the
integration of businesses acquired in the
previous year. Optical retail chains acquired in
China, Colombia, Germany, Italy, Peru, Turkey
and the United Kingdom were fully integrated in
2015. Customers in the new markets of China,
Peru and Turkey have begun to experience the
benefits of our offerings, which includes our
Exclusive Brand portfolio and our simple, safe
and honest customer journey. In Italy, the two
retail banners, Avanzi and Optissimo, have been
merged into one organization with an aligned
commercial strategy.
In 2015, GrandVision further optimized and
expanded its store network by investing in
existing stores, and opening and acquiring new
stores. The acquisitions, combined with a
& Asia
G4
3,033
1,370
Other Europe
1,707
The Americas & Asia segment saw the largest
increase of its store base, from 1,175 stores at
the end of 2014 to 1,370 in 2015. The increase is
mainly attributable to the acquisition of For Eyes
in the United States, and the network expansion
in the region through new store openings. In
Mexico alone, 60 new stores were opened
during the year as we further expanded the
successful MasVisión retail banner.
37
Financial review
Summarized consolidated income statement
in millions of EUR
2015
% of revenue
2014
% of revenue
Revenue
3,205
100.0%
2,817
100.0%
Cost of sales and direct related expenses
- 876
-27.3%
- 744
-26.4%
Gross profit
Selling and marketing costs
General and administrative costs
Share of result of associates
Operating result
72.7%
2,073
73.6%
-50.4%
- 1,446
-51.3%
- 363
-11.3%
- 342
-12.1%
5
0.1%
3
0.1%
353
11.0%
289
10.2%
-1.2%
Net financial result
- 19
-0.6%
- 34
Result before tax
334
10.4%
254
9.0%
- 103
-3.2%
- 80
-2.8%
231
7.2%
175
6.2%
Income tax
Result for the period
Revenue development
Comparable growth
Revenue increased by 13.8% to €3,205 million
in 2015 (2014: €2,817 million). At constant
exchange rates, revenue grew by 13.2% as
foreign exchange fluctuations had a positive
effect of 0.6% on revenue.
Revenue by segment in 2015
(in € million)
Americas & Asia
354
G4
1,976
Other Europe
875
Revenue growth was driven by organic growth
of 5.3%, while acquisitions had a positive impact
of 7.9% on revenue. The main driver of organic
growth was comparable growth, which was
achieved in all three regional segments and also
in all product categories: prescription
eyeglasses, contact lenses and sunglasses.
Revenue (in € million)
2015
2014
38
2,328
- 1,617
3,205
2,817
2015
2014
The G4 segment achieved revenue growth of
8.6% or 6.1% at constant exchange rates, mainly
driven by comparable growth of 4.1% and
continued store network expansion. In Other
Europe, revenue grew by 19.5% or 20.8% at
constant exchange rates, with organic growth of
4.3% and a 16.5% effect from the acquisition of
Randazzo in Italy at the end of 2014. The
Americas & Asia segment saw revenue growth
of 33.6% or 40.6% at constant exchange rates.
Organic growth in the segment was 11.1%.
Revenue also included a 29.6% effect from
acquisitions completed during 2014 as well as a
small effect from the U.S. business, which was
acquired in December 2015.
Sales of prescription glasses were positively
impacted by commercial performance,
enhancing conversion rates and customer
loyalty. The benefits of global purchasing as well
as the centralization of the supply chain and
category management resulted in savings that
were largely reinvested in improving the
competitiveness of our commercial proposition.
+13.8%
Contact lenses continued to benefit from
increasing consumer demand for daily
disposable contact lenses. The proportion of
sunglasses in the overall revenue slightly
increased in 2015, driven by comparable
growth, the further roll out of the Solaris store-
4.1%
4.3%
in-store concept as well as the acquisitions in
Italy and Turkey, which have a higher than
average sunglass share.
Revenue development
in millions of EUR
G4
Other Europe
Americas & Asia
Total
2015
2014
1,976
1,820
875
732
354
265
3,205
2,817
Adjusted EBITDA development
Adjusted EBITDA increased 12.8% at constant
exchange rates to €512 million in 2015 (2014:
€449 million) with 9.2% organic growth and a
3.6% contribution from acquisitions. The
increase in adjusted EBITDA was driven by
comparable growth in our stores. Revenues and
gross profit both increased while the store
operating cost in the areas of retail personnel
costs, marketing and rental expenses were
contained.
The adjusted EBITDA margin remained constant
at 16.0%. Excluding the dilutive impact of
acquisitions, the EBITDA margin would have
increased by 64 bps to 16.6%.
Adjusted EBITDA (in € million)
512
2015
+13.8%
449
2014
Change
versus
prior year
Change at
constant FX
Organic
growth
Growth from
acquisitions
8.6%
6.1%
4.9%
1.3%
19.5%
20.8%
4.3%
16.5%
33.6%
40.6%
11.1%
29.6%
13.8%
13.2%
5.3%
7.9%
In the G4 segment, adjusted EBITDA increased
by 10.1% to €401 million in 2015 (2014: €364
million). The adjusted EBITDA margin increased
by 28 bps to 20.3% in 2015 (2014: 20.0%).
In the Other Europe segment, adjusted EBITDA
increased by 18.1% to €135 million (2014: €114
million) or 19.4% at constant exchange rates.
The adjusted EBITDA margin decreased by 19
bps to 15.4% mainly due to the diluting effect of
acquisitions.
In the Americas & Asia segment, adjusted
EBITDA increased by 58.8% to €8 million in
2015 (2014: €5 million), or 85.9% at constant
exchange rates. Organic EBITDA growth was
106.2%, while acquisitions had a negative
impact of 20.4%.
The other reconciling items primarily consist of
corporate costs not allocated to specific regions.
These costs decreased by 5.1% to €32 million in
2015.
Adjusted EBITDA by segment in 2015
(in € million)
Americas & Asia
8
Other Europe
G4
401
135
39
Adjusted EBITDA
2014
Change
versus
prior year
Change at
constant FX
Organic
growth
Growth from
acquisitions
401
364
10.1%
8.4%
7.2%
1.2%
135
114
18.1%
19.4%
7.9%
11.5%
8
5
58.8%
85.9%
106.2%
-20.4%
in millions of EUR
2015
G4
Other Europe
Americas & Asia
Other reconciling items
- 32
- 34
-5.1%
-1.7%
-1.7%
0.0%
Total
512
449
13.8%
12.8%
9.2%
3.6%
Change versus
prior year
2015
2014
G4
20.3%
20.0%
28bps
Other Europe
15.4%
15.6%
-19bps
2.3%
1.9%
36bps
16.0%
16.0%
0bps
Americas & Asia
Total
Reported EBITDA increased by 18.9%, from
€426 million in 2014 to €506 million in 2015.
This increase also reflects the inclusion of
exceptional and non-recurring items for a total
of -€5 million recorded in 2015, which were
mainly related to legal and regulatory
provisions, costs related to the IPO in 2015,
including its effect on the valuation of the longterm incentive plans and some other items,
partially offset by the benefit related to the
changed pension calculations in the
Netherlands. In 2014, non-recurring items were
-€24 million mainly reflecting the one-off costs
of the listing preparation including the IPO
impact on the valuation of the long-term
incentive plans.
A reconciliation from adjusted EBITDA to
Operating result for 2015 is presented in the
table below.
Reconciliation EBITA, EBITDA, adjusted EBITDA and operating result
in millions of EUR
2015
% of revenue
2014
% of revenue
Adjusted EBITDA
512
16.0%
449
16.0%
-5
-0.2%
- 24
-0.8%
506
15.8%
426
15.1%
- 121
-3.8%
- 108
-3.8%
385
12.0%
317
11.3%
Non-recurring items
EBITDA
Depreciation and amortization of software
EBITA
Amortization and impairments
- 32
-1.0%
- 29
-1.0%
Operating result
353
11.0%
289
10.2%
Operating result
The operating result increased by 22.4% to
€353 million in 2015, compared to €289 million
in 2014. The increase in the operating result was
achieved through revenue growth, network
expansion, as well as cost control in support
functions. In addition, the operating result in
2015 benefited from lower non-recurring items
of -€5 million compared to -€24 in 2014.
40
Depreciation and amortization of software
increased to €121 million in 2015 from €108
million in 2014, and total amortization and
impairments was €32 million in 2015 compared
to €29 in 2014.
Financial result
Net result for the period
The financial result improved by 44.3% from
-€34 million in 2014 to -€19 million in 2015.
This improvement was largely due to the
refinancing of the shareholder loans which took
place in September 2014 and lower negative
currency impact compared to 2014.
The net result for the period increased by 32.3%
to €231 million, compared with €175 million in
2014. Net result attributable to equity holders
increased by 32.0% to €213 million in 2015
from €161 million in 2014. This increase is
mainly due to higher underlying operating
profit, lower net finance costs and non-recurring
items.
Income tax
Income tax increased from €80 million in 2014
to €103 million in 2015, primarily as a result of
the increase in result before tax. The effective
tax rate decreased from 31.3% in 2014 to 30.8%
in 2015, mainly due to changes in the country
profit mix.
Earnings per share
Earnings per share (basic and diluted) increased
by 31.7% from €0.64 in 2014 to €0.84 in 2015.
The average number of shares attributable to
equity holders was 252,427,917 in 2015 (pro
forma 2014: 250,748,330).
41
Financial position
Summarized balance sheet
in millions of EUR
2015
Property, plant and equipment
Intangible assets
Other non-current assets
431
408
1,480
1,334
152
166
2,063
1,908
Inventories
264
240
Other current assets
274
266
99
134
Non-current assets
Cash and cash equivalents
Current assets
637
640
Total assets
2,700
2,548
Total equity
832
668
Borrowings
776
960
Other non-current liabilities
236
273
Non-current liabilities
1,011
1,233
Trade and other payables
534
503
Borrowings
262
93
61
51
857
647
2,700
2,548
Other current liabilities
Current liabilities
Total equity and liabilities
Non-current assets increased from €1,908
million to €2,063 million in 2015. This was
mainly the result of acquisitions and of
investments in stores and global IT and supply
chain infrastructure. Total equity increased from
€668 million to €832 million as a result of the
2015 net result and the reclassification of the
long-term incentive plan offset by interim
dividends paid, the purchase treasury shares
and currency translation effect.
Non-current liabilities decreased from €1,233
million to €1,011 million as a result of the
repayment of long term borrowings, the
reclassification of the long-term incentive plan
to equity and the change of the pension plan in
the Netherlands. Current liabilities increased
from €647 million to €857 million mainly as a
result of the increased short term borrowings in
order to repay the long term borrowings.
42
2014
Cash flows and liquidity
GrandVision’s liquidity requirements primarily
relate to investments in existing and new stores,
the payment of interest, and the need to fund its
working capital requirements and acquisitions.
The company primarily relies on cash flows
from operating activities to finance its
operations. Another source of liquidity for the
company is borrowings under its revolving credit
facility.
Cash flows
The following table presents the primary
components of GrandVision’s cash flows.
Cash flow components
in millions of EUR
2015
Net cash from operating activities
Net cash used in investing activities
2014
382
380
- 277
- 374
Net cash used in financing activities
- 237
29
Inflow/(outflow) in cash and cash equivalents
- 132
36
Cash and cash equivalents at beginning of year
Inflow/(outflow) in cash and cash equivalents
Exchange gains/(losses) on cash and cash equivalents
Cash and cash equivalents at end of period
Net cash from operating activities increased
by €2 million to an inflow of €382 million in
2015 in comparison with an inflow of
€380 million in 2014. The movement is
primarily a result of the increase in adjusted
EBITDA in 2015 offset by positive one-offs in
2014 relating to a change in provisions for longterm incentive plans in connection with the IPO,
as well improvements in working capital
positions, which did not re-occur in 2015.
decreased from €374 million in 2014 to €277
million in 2015. The movement is resulting from
the lower number of acquisitions, while capital
expenditure remained constant.
Net cash used in financing activities is an
outflow of €237 million in 2015 driven by
repayments of borrowings and the purchase of
treasury shares. In 2014, net cash used in
financing acitivities was an inflow of €29 million
as additional borrowings were needed to
finance the acquisitions during the year.
Capital expenditure
Capital expenditure not related to acquisitions
amounted to €162 million (5.0% of revenue) in
2015, compared with €158 million(5.6% of
revenue) in 2014. The majority consisted of
maintenance capital expenditure used to
optimize the existing store network. The
following table shows the capital expenditure
not related to acquisitions.
54
22
- 132
36
-4
-3
- 82
54
Capital expenditure
in millions of EUR
2015
2014
Capital expenditure (not related to
162
158
122
117
40
41
acquisitions)
Store capital expenditure
Non-store capital expenditure
Store capital expenditure increased from €117
million in 2014 to €122 million in 2015 and
primarily reflects the optimization of existing
stores through renovations in an expanding
store network, along with the implementation of
the standardized commercial proposition and
new store openings. During 2015, GrandVision
continued to focus on the standardization of its
store format as well as on the reduction of its
average store size.
Non-store capital expenditure of €40 million in
2015 compared to €41 million in 2014 primarily
results from investments into IT systems,
including a global ERP system and IT-based
omni-channel solutions. In June and July, the
new ERP system went live in the United
Kingdom and Ireland as well as in Belgium and
the Netherlands. Further global rollout will
follow over the next years.
Cash outflows related to acquisitions
In 2015, cash outflows relating to acquisitions of
companies (net of cash) amounted to €138
million, mainly related to the acquisition of
Aranon Corporation in the United States, the
holding company of For Eyes. In 2014, cash
outflows related to acquisitions of companies
(net of cash) amounted to €233 million, mainly
43
resulting from acquisitions in the United
Kingdom, Colombia, Germany, Peru, Turkey,
China and Italy.
Free cash flow and cash conversion
GrandVision’s operations continued to generate
solid cash flows. Free cash flow was €220
million in 2015, compared to €222 million in
2014. In the previous year, free cash flow
benefited from a one-off change in provisions
for long-term incentive plans in connection with
the IPO, as well as improvements in working
capital positions, which did not re-occur in 2015.
The following table presents GrandVision’s net
debt, as well as the net debt leverage, as of and
for the periods indicated. Excluding the impact
of any borrowings associated with and any
adjusted EBITDA amounts attributable to any
major acquisitions, GrandVision aims to
maintain a leverage ratio (net debt over
adjusted EBITDA for the last twelve months) of
equal to or less than 2.0.
Borrowings
in millions of EUR
Total borrowings
Derivatives (liabilities)
Derivatives (assets)
Free cash flow and cash conversion
2015
Free cash flow (€ million)
Cash conversion (%)
2014
220
222
43.5%
52.2%
Financial indebtedness
Throughout 2015, GrandVision maintained a
financial position with sufficient liquidity to fund
its strategy and pursue its growth ambitions. In
addition to utilizing its own cash flow, it can
alternatively draw on its revolving credit facility.
Net debt and leverage
In 2015, GrandVision extended its €1.2 billion 5year revolving credit facility by one year. The
new final maturity date is September 2020. The
facility can be extended by an additional year.
44
2015
2014
1,038
1,053
- 99
- 134
3
4
-1
-1
Net debt
941
922
Adjusted EBITDA (last twelve months)
512
449
1.8
2.1
Net debt leverage (times)
While net debt increased slightly from €922
million to €941 million, net debt leverage ratio
improved to 1.8 times adjusted EBITDA at yearend 2015, compared to 2.1 times in 2014. The
increase in net debt was driven by the US
acquisition, the purchase of €50 million of
treasury shares at the initial public offering in
February 2016 as well as the interim dividend
payment of €35 million in September 2015.
45
Segment performance
G4
11 Countries
Austria
Belgium
France
Germany
Ireland
Luxembourg
Middle East*
Monaco
Netherlands
Spain
United Kingdom
* Franchise in Bahrain, Kuwait, Oman, Qatar,
Saudi Arabia and United Arab Emirates
managed by the UK business unit
3,033Stores
Revenue
€1,976 million
EBITDA
2015
2014
Change
versus
prior year
Revenue
1,976
1,820
8.6%
6.1%
4.9%
1.3%
4.1%
3.7%
8.4%
7.2%
1.2%
millions of EUR
Adjusted EBITDA
401
364
10.1%
20.3%
20.0%
28bps
Number of stores (#)
3,033
2,979
12,576
12,147
46
€401 million
Change at
constant FX
Organic Growth from
growth acquisitions
G4
The G4 segment includes GrandVision's four
largest business units: (i) the Netherlands and
Belgium; (ii) France, Spain, Luxembourg and
Monaco (excluding the Solaris sunglass stores in
France and Monaco, which are part of the Other
Europe segment); (iii) Germany and Austria; and
(iv) the United Kingdom, Ireland and the
franchises in several Middle-Eastern countries.
The G4 business units manage retail banners
with own and franchise stores across these
countries. Within the segment, GrandVision has
market leading positions in Austria, Belgium and
the Netherlands, and number 2 or 3 positions in
France, Germany and the United Kingdom.
As of the end of 2015, the G4 segment operated
a network of 3,033 stores, an increase from
2,979 stores in 2014. Key banners in the G4
segment include Apollo Optik in Germany with
801 stores, Pearle in Austria, Belgium and the
Netherlands with 609 stores, Générale
d'Optique in France with 548 stores and Vision
Express in the UK, Ireland and Middle East with
417 stores.
Revenue
In the G4 segment, revenue increased by 8.6%
to €1,976 million in 2015 including a positive
effect of 2.4% from a stronger British pound
against the euro. At constant exchange rates,
revenue growth was 6.1% and organic growth
was 4.9%, the positive acquisition impact was
1.3%. Comparable growth for the segment of
4.1% was driven by high single digit growth in
Austria, Germany and Spain, and low to mid
single digit growth in the other G4 countries.
Adjusted EBITDA
Adjusted EBITDA in the G4 segment increased
by 10.1% to €401 million in 2015 (2014: €364
million). The adjusted EBITDA margin increased
by 28 bps to 20.3% in 2015 (2014: 20.0%),
benefiting from a combination of improved
operating leverage through comparable growth
and the further roll-out of our global
capabilities.
47
Other Europe
18 Countries
Bulgaria
Cyprus
Czech
Denmark
Estonia
Finland
France (Solaris)
Greece
Hungary
Italy
Malta
Monaco (Solaris)
Norway
Poland
Portugal
Slovakia
Sweden
Switzerland*
* associate
- Azul 289 C
1,707Stores
Revenue
EBITDA
millions of EUR
Revenue
Adjusted EBITDA
48
€135 million
2014
Change
versus
prior year
Change at
constant FX
Organic
growth
Growth from
acquisitions
875
732
19.5%
20.8%
4.3%
16.5%
3.2%
4.1%
19.4%
7.9%
11.5%
2015
135
114
18.1%
15.4%
15.6%
-19bps
1,707
1,660
7,620
7,415
€875 million
Other Europe
The Other Europe segment includes the
business units that operate in the Nordics,
Eastern and Southern Europe. These business
units manage single or multiple optical retail
banners in one or several countries. The
banners are predominantly comprised of own
stores and, to a lesser extent, franchise stores.
In many markets, GrandVision banners have
market leading positions, e.g. in the Czech
Republic, Estonia, Finland, Hungary, Italy,
Poland and Portugal. Key banners include
Avanzi in Italy with 177 stores, Multiopticas in
Portugal with 193 stores, Vision Express in
Poland, Hungary and Bulgaria with 221 stores,
as well as Synoptik in Sweden and Denmark
with 223 stores. At the end of 2015, there were
1,707 stores in the Other Europe segment, an
increase from 1,660 stores in 2014.
through the expansion of its existing store base,
as well as through acquisitions.
Revenue
In Other Europe, revenue increased by 19.5% to
€875 million in 2015 (2014: €732 million), or
20.8% at constant exchange rates. Organic
revenue growth and comparable growth were
4.3% and 3.2% respectively. Within the segment,
most markets showed a solid performance
during the year.
Adjusted EBITDA
Adjusted EBITDA in the Other Europe segment
increased by 18.1% to €135 million (2014: €114
million) or 19.4% at constant exchange rates.
The adjusted EBITDA margin decreased 19 bps
to 15.4% as organic EBITDA margin expansion
was more than offset by the negative impact
from acquisitions.
The optical retail markets in the Other Europe
segment are characterized by a lower level of
maturity than the G4 segment, particularly in
Southern and Eastern Europe. GrandVision has
been developing growth opportunities in this
segment by gaining scale in these markets
49
Americas & Asia
12 Countries
Argentina
Brazil
Chile
China
Colombia
India
Mexico
Peru
Russia
Turkey
United States
Uruguay
CMYK
PANTONE
1,370Stores
Revenue
€354 million
EBITDA
millions of EUR
Revenue
Adjusted EBITDA
50
2014
Change
versus
prior year
Change at
constant FX
354
265
33.6%
40.6%
11.1%
29.6%
6.6%
9.4%
85.9%
106.2%
-20.4%
2015
8
5
58.8%
2.3%
1.9%
36bps
1,370
1,175
7,176
6,120
€8 million
Organic Growth from
growth acquisitions
Americas & Asia
The Americas & Asia segment includes the
businesses in Latin America, Asia and the
United States. In Latin America, GrandVision
operates leading optical retail banners in
Argentina, Chile, Colombia, Mexico and
Uruguay. Most regions in the Americas & Asia
segment have the lowest level of maturity in the
GrandVision group. These optical retail markets
have been growing faster on average than the
more developed markets. GrandVision is market
leader in Latin America with number one
positions in Argentina, Chile, Colombia and
Uruguay. In Asia, GrandVision is well positioned
in China, India, Russia and Turkey.
The store network increased by 195 to 1,370 in
2015 mainly due to the acquisition of the For
Eyes business in the United States, as well as
continued store network expansion across the
region.
Russian ruble against the euro. At constant
exchange rates, revenue grew by 40.6%. Organic
and comparable growth were 11.1% and 6.6%
respectively.
In Latin America, most countries continued to
achieve high single digit comparable growth
during the year, while Russia declined by low
single digits due to the weak economic
environment.
Adjusted EBITDA
Adjusted EBITDA increased by 58.8% to €8
million in 2015 (2014: €5 million), or 85.9% at
constant exchange rates. Organic EBITDA
growth was 106.2%, while acquisitions had a
negative impact of 20.4%. Adjusted EBITDA
growth in the segment was achieved through
better operating leverage enabled by the
growing store footprint, and roll-out of our
global capabilities, as well as store network
optimization in Brazil.
Revenue
In the Americas & Asia segment, revenue grew
by 33.6% to €354 million in 2015 (2014: €265
million) including a -7.0% negative impact from
weaker Latin American currencies and the
51
In focus
Improving road safety in Sweden
In an initiative to improve road safety in Sweden, Synoptik, the
GrandVision retail banner in Sweden, recently tested the eyesight of
almost 2,000 drivers. The result was that 18 percent of drivers had such
poor eyesight, both with and without glasses, that they represent a
hazard to fellow drivers and pedestrians.
The study was part of a joint initiative between
Synoptik in Sweden and the government’s
motoring inspectors’ body Bilprovningen. It
included a comprehensive survey of 1,896
Swedish drivers, which found that 9 out of 10
of them are in favor of requiring eye tests in
conjunction with license renewals.
A further 7 out of 10 think that motorists should
have mandatory eyesight examinations every
three years, a position that Synoptik and the
optics industry recommends.The results from
the study suggest that of the nation’s 600,000
motorists, approximately one tenth of all
52
drivers, would not meet today’s standards in
applying for a drivers’ license.
The vast majority of Swedish motorists consider
their eyesight to be good enough to drive safely,
even though the same survey found that just
11 percent had done an eye exam in the last
ten years.
GrandVision is committed to helping people
see better, enabling them to realize their full
potential in life. The road safety initiative of
Synoptik in Sweden is another example of this
commitment.
Helene Hjertberg, licensed optician at Synoptik
in Stockholm, performing an eye test during the
road safety initiative.
“Many drivers do not realize how
serious their eyesight problems
are as they may have had flawless
vision throughout most of their
lives”
says Helene Hjertberg. “It isn’t mandatory to test
when renewing licenses, which means there are many
dangerous drivers on the road who may not even know it.”
53
Report from the Supervisory Board
It is my pleasure to present you the report from
the Supervisory Board of GrandVision. This
report provides an overview of the approach
and activities taken by the Supervisory Board in
2015.
Activities of the Supervisory Board in
2015
The Supervisory Board held six ordinary
meetings, of which four were physical meetings
and two were conference calls, and two
extraordinary meetings, of which one was
physical and one was a conference call in 2015.
The two extraordinary meetings were convened
to discuss important matters, including the U.S.
acquisition. One of the Supervisory Board’s
priorities is strategy development and
discussion and one extended physical meeting
was fully dedicated to GrandVision’s strategy.
During all meetings the Management Board was
present and no members of the Supervisory
Board were absent. Between meetings, the
Chairman of the Supervisory Board Meeting and
the CEO of GrandVision maintained regular
contact and had several meetings during the
year. The Chairman acts as the first point of
contact within the Supervisory Board for the
CEO for discussions on topical issues and
GrandVision’s general affairs.
At least once a year, the Chairman has
individual meetings with all Management Board
members. During 2015, discussions within the
Supervisory Board were based mostly on
documents and presentations prepared by the
Management Board. By way of preparation,
many subjects were discussed in advance in one
of the Supervisory Board’s committee meetings.
In the meetings with the Management Board,
the Board was provided with updates on a
number of recurring items, such as news
regarding GrandVision including the U.S.
acquisition, financial performance, the
Company's internal risk management and
54
control processes, developments in the markets
in which GrandVision operates, business
projects and acquisition opportunities.
In March 2015, GrandVision’s auditor,
PricewaterhouseCoopers Accountants N.V.
(PwC), was present during one of the physical
Supervisory Board meetings to discuss the
financial statements of 2014 as well as the
external auditor’s report and the findings
summarized in the management letter. The
auditor’s recommendations in the management
letter were all related to improvement
opportunities such as improving tax and
transfer pricing knowledge at operating
company level. Furthermore, no material
weaknesses in internal controls were identified.
The Management Board agreed with these
comments and plans were made for follow-up.
After review of the unqualified opinion provided
by the external auditor, GrandVision’s 2014
financial statements were endorsed by all
members of the Supervisory Board.
The Supervisory Board meets each quarter
shortly before the publication of the quarterly
results and has an in-depth discussion with the
Management Board on the results and related
documents such as the draft press release. At
the meeting held in December 2015, the
Supervisory Board had an extensive discussion
regarding the 2016 financial budget. During
these discussions the Supervisory Board
challenged the sustainable growth and financial
objectives set by the Management Board. In
addition, the increased efficiency and speed of
the budget process was noted. After a
productive discussion, the Supervisory Board
unanimously approved the 2016 financial
budget.
Supervisory Board Committees
Audit Committee
Mr. Bolliger; Mr. Eelman (chairman)
The Audit Committee met four times in 2015,
according to its fixed schedule, in the presence
of the CFO, internal auditor and Company
Secretary. The CEO participated in two
meetings. At three of the four meetings
GrandVision’s external auditor PwC was present.
At the meeting in March 2015, the Audit
Committee reviewed the draft Annual Accounts
for 2014. Important items on the agenda were
the auditor’s report for 2014 and GrandVision’s
continuing commitment to strong internal
controls. The external auditor did not identify
any material weakness in internal controls.
Nevertheless, a number of opportunities for
improvement were identified by internal audit.
The Management Board agreed with the
external and internal auditor’s comments and
plans were made for follow-up. The Supervisory
Board also had a closed session with the
external auditor.
Remuneration Committee
Mr. van der Graaf; Mr. Groot (chairman)
The Remuneration Committee met five times in
2015, according to its fixed schedule. At the
meeting in February, the achievements of 2014
were discussed and recommendations on the
awarding of bonuses to the senior management
of GrandVision were made. In April, the
attribution of phantom shares and options
under the 2011 Long-Term Incentive Plan was
reviewed based on achievement levels of threeyear financial targets. At the May meeting, the
Executive Remuneration Benchmarking Report
was discussed and the recommendation was
made to grant the 2015 Long-Term Incentive
Plan phantom shares. In the December meeting
the salary review for senior management and
bonus objectives for 2016 were discussed and
proposed for approval to the Supervisory Board.
Nomination Committee
Mr. van der Graaf; Mr. Groot (chairman)
The Nomination Committee met once in 2015,
according to its fixed schedule. During its
meeting the Nomination Committee discussed
GrandVision’s nomination procedures for the
Supervisory Board and Management Board and
confirmed these were followed systematically in
2015. In addition, the Nomination Committee
conducted an organizational review of the
GrandVision Management Team.
Composition of the Supervisory Board
and Management Board
The members of the Supervisory Board together
represent a broad range of experience and
expertise that is in line with the desired
Supervisory Board profile in view of
GrandVision’s business and complies with the
Dutch Corporate Governance Code. The
Supervisory Board currently comprises five
members, whose profiles are provided under
Supervisory Board in the chapter Governance.
After the end of the Annual General Meeting on
May 8, 2015, the first term of Mel Groot expired.
Mr. Groot was eligible and available for
reappointment and complied with the profile of
the Supervisory Board. In view of Mr. Groot’s
extensive experience, knowledge, dedication
and valuable input during the Supervisory Board
meetings, the Supervisory Board issued a nonbinding nomination for re-appointment. During
the Annual General Meeting of May 8, 2015, Mel
Groot was re-appointed to the Supervisory
Board for an additional term of four years.
During 2015, no changes took place in the
composition of the Management Board.
Diversity, including gender, remains an
important consideration in the selection process
for the appointment and reappointment of
Management Board and Supervisory Board
members, at the same time, quality, expertise
and experience remain the key priorities.
Diversity in the broad sense is a topic on the
Supervisory Board Agenda and is also discussed
in the Nomination Committee.
Self-Assessment Supervisory Board
During 2015, the Supervisory Board reflected on
its performance and composition as well as that
of its three committees. Each individual Board
member was asked for their views on the quality
of a number of aspects of the Supervisory
Board's performance to assess whether it meets
their needs and expectations. The following
55
aspects of the Supervisory Board's performance
were assessed during this process: its
responsibilities, oversight, meetings, support,
composition, cooperation, outcome,
achievements and communication. The overall
conclusion of this self-assessment process was
that the Supervisory Board is performing well.
2015 Financial Statements and
Dividend
The financial statements for the year 2015, as
prepared by the Management Board, have been
audited by PricewaterhouseCoopers
Accountants N.V., whose Auditor’s Report is
included in this report, and were extensively
discussed in March 2016 by the Audit
Committee and the external auditor in the
presence of the Management Board and
approved by the Supervisory Board.
56
Over the financial year 2015, GrandVision paid
an interim dividend of €0.14 per share in
September 2015. The Supervisory Board
recommends to the Annual General Meeting of
Shareholders to approve the proposal of
distribution of a final dividend of €0.14,
resulting in a total dividend of €0.28 for 2015.
The Supervisory Board recommends that the
Annual General Meeting adopts the 2015
Financial Statements and discharge the
Management Board and the Supervisory Board
from liability for their management in the year
under review and the supervision, respectively.
Schiphol, 15 March 2015
On behalf of the Supervisory Board
Kees van der Graaf, Chairman
Governance and compliance
GrandVision is committed to respecting the needs of its stakeholders.
Effective governance determines the way GrandVision conducts its
business. GrandVision fully endorses the core principles of the Dutch
Corporate Governance Code and is committed to adhering to the best
practices of the Code to the furthest extent possible.
Structure and responsibilities
GrandVision has a two-tier governance structure
consisting of a Management Board and a
Supervisory Board. Currently, the Management
Board consists of the CEO and the CFO, while
the Supervisory Board is made up of five
Supervisory Directors.
Management Board
The Management Board is responsible for the
achievement of GrandVision’s objectives,
including those related to the areas of strategy,
policy, quality and sustainability as well as the
day-to-day operation of the Company. In
performing its duties, the Management Board is
guided by the interests of GrandVision and all of
its stakeholders.
Supervisory Board
The Supervisory Board oversees GrandVision’s
overall performance, including the policies
pursued and results achieved by the
Management Board. It monitors the Company’s
financial situation and reviews the financial
statements and the strategy pursued by the
Management Board. It approves important
proposals for capital expenditures, acquisitions,
divestments and changes to financial and other
corporate policies, as well as the annual budget
and long term plan.
The Supervisory Board also has the
responsibility to evaluate the performance of
the Management Board and the CEO and CFO
individually. It proposes any changes to the
composition of the Management Board which it
deems necessary to the General Meeting. The
Supervisory Board is also responsible for
reviewing its own performance and proposing
any changes in its composition to the General
Meeting. The Supervisory Board ensures that
the Company’s policies are formulated and
pursued in the interests of all of GrandVision’s
stakeholders and that these policies are
sustainable and meet ethical standards.
The Supervisory Board appoints an Audit
Committee, a Nomination Committee and a
Remuneration Committee from among its
members. The Supervisory Directors have been
carefully selected to ensure that they offer
GrandVision a comprehensive range of relevant
experience in areas such as international retail,
customer service, supply chain management
and finance.
Audit Committee
The duties of the Audit Committee include
supervising and monitoring the Management
Board and the CEO and CFO individually, as well
as advising them in relation to the operation of
the Company’s internal risk management and
control systems. The Audit Committee advises
the Supervisory Board on the exercise of certain
of its duties, and makes nominations and
prepares reviews for the Supervisory Board in
relation to this. The Audit Committee supervises
the submission of financial information by the
Company, compliance with recommendations
made by internal and external auditor's and the
Company’s policy on tax planning and the
Company’s financial arrangements. It assists the
Supervisory Board in monitoring the use of the
Company’s information and communication
technology. It furthermore maintains regular
contact with, and supervises, the external
auditor and makes a nomination for an external
auditor to be appointed by the General Meeting.
The Audit Committee also issues preliminary
advice to the Supervisory Board regarding the
approval of the Financial Statements, the
annual budget and any major capital
expenditures. The Audit Committee meets at
least four times a year.
57
Nomination Committee
The Nomination Committee advises the
Supervisory Board on its duties regarding the
selection and appointment of the CEO, the CFO
and Supervisory Directors. The duties of the
Nomination Committee include establishing the
selection criteria and appointment procedures
for the CEO, CFO and Supervisory Directors, and
drawing up the profile for the Supervisory
Board. It also periodically reviews the size and
composition of the Management Board and the
Supervisory Board, and the performance of the
CEO and CFO. The Nomination Committee also
proposes appointments and reappointments. It
supervises the Management Board’s policy on
the selection criteria and appointment
procedures for the CEO and the CFO. The
Nomination Committee meets at least once
every year.
Remuneration Committee
The Remuneration Committee advises the
Supervisory Board on the exercise of its duties
regarding the remuneration policy of the CEO
and CFO, all individual members of the
GrandVision Management Team, the committee
of senior managers meeting with the CEO and
CFO on a regular basis, and other senior
managers within the Company. This includes
analyzing any changes in the Code and drawing
up proposals for the Supervisory Board on these
subjects. The duties of the Remuneration
Committee include drawing up proposals for the
Supervisory Board on the remuneration policy
for the CEO and the CFO, to be adopted by the
General Meeting, and on the remuneration of
the CEO and CFO, to be determined by the
Supervisory Board. The Remuneration
Committee also prepares a remuneration report
on the implementation of the remuneration
policy for the CEO and the CFO during the
respective year, to be adopted by the
Supervisory Board. The Remuneration
Committee meets at least three times every
year.
The rules for all the Committees are published
on the GrandVision corporate website:
www.grandvision.com
58
Compliance with the Dutch Corporate
Governance Code
GrandVision fully endorses the core principles of
the Dutch Corporate Governance Code and is
committed to adhering to the best practices set
out in the Code as much as possible. The Dutch
Corporate Governance Code can be found at
www.commissiecorporategovernance.nl. The
company fully complies with the Code, with the
exception of the following provisions:
Best-practice provision II.1.1: A management
board member is appointed for a maximum
period of four years. A member may be
reappointed for a term of not more than four
years at a time. The Articles of Association and
the Management Board Rules do not stipulate a
maximum period for the appointment of the
CEO and the CFO. The service agreements for
the CEO and the CFO are for an indefinite period
of time, thereby maintaining the same term that
was included in their respective employment
agreements with the Company before its
conversion into a public limited liability
company.
Best-practice provision II.2.9: The company may
not grant its management board members any
personal loans, guarantees or the like unless in
the normal course of business and on terms
applicable to the personnel as a whole, and after
approval of the supervisory board. No remission
of loans may be granted. In the past, the CEO
and the CFO were granted a loan to acquire part
of the shares they hold in the Company. At the
end of the financial year 2015, the loans granted
to the CFO are partly still outstanding. The CEO
fully repaid his loans in February 2015. Granting
these loans was in line with past practice but
has been discontinued.
Best-practice provision III.5.11: The
remuneration committee may not be chaired by
the chairman of the supervisory board or by a
former member of the management board of
the company, or by a supervisory board member
who is a member of the management board of
another listed company. Mr. Groot is the
Chairman of the Remuneration Committee and
a member of the management board of another
listed company. This situation will be allowed to
continue in light of Mr. Groot’s extensive
knowledge and experience.
Corporate governance statement
The Dutch Corporate Governance Code requires
companies to publish a statement concerning
their approach to corporate governance and
compliance with the Code. This is referred to in
article 2a of the Decree on additional
requirements for annual reports
'Vaststellingsbesluit nadere voorschriften
inhoud jaarverslag' last amended on January 1,
2010 (the Decree). The information required to
be included in this corporate governance
statement as described in articles 3, 3a and 3b
of the Decree, which are incorporated and
repeated here by reference, can be found in the
Governance and Compliance section of this
Annual Report.
59
Information referred to Section 1 of
the Takeover Directive (Article 10)
Decree
Capital structure
GrandVision’s authorised share capital is divided
in 1,250,000,000 ordinary shares with a nominal
value of EUR 0.02. At 31 December 2015, a total
of 254,443,840 ordinary shares had been
issued.
Majority shareholder subject to disclosure
GrandVision’s majority shareholder is HAL
Optical Investments B.V., an indirect subsidiary
of HAL Holding N.V., an international investment
company. All shares in HAL Holding N.V. are
held by HAL Trust and form the Trust’s entire
assets. HAL Trust units are quoted on Euronext
Amsterdam.
Read more on GrandVision's shareholders in the
chapter of the Annual Report entitled
'Shareholder Information'.
Share transfer restrictions and special
controlling rights
There are no restrictions on the transfer of
shares, the exercising of voting rights or the
term for exercising those rights, no agreements
in place with shareholders which may result in
restrictions on the transfer of shares or
limitation of voting rights and there are no
special controlling rights attached to shares.
Employee share plans
Information about GrandVision’s long-term
incentive plans (employee share plans) can be
found in note 2.21.3 to the Consolidated
Financial Statements.
Rules governing the appointment and
dismissal of members of the Management
Board and Supervisory Board and the
amendment of the Articles of Association
GrandVision’s Articles of Association stipulate
that the members of the Management Board
and Supervisory Board are appointed and
dismissed by the General Meeting. The
Supervisory Board makes a non-binding
nomination for the appointment of members of
the Management Board. Upon the appointment
of members of the Supervisory Board, the
Supervisory Board may make a non-binding
nomination.
60
The General Meeting may only resolve to amend
the Articles of Association following a proposal
from the Management Board that is subject to
approval by the Supervisory Board. Such a
resolution of the General Meeting requires an
absolute majority of the number of votes validly
cast.
Share issuance and repurchase right
The Management Board possesses the powers
which the relevant legislation and Articles of
Association have not assigned to the
Supervisory Board or the General Meeting.
The General Meeting or the Supervisory Board,
if so designated by the General Meeting,
resolves or decides on the issuance of shares.
Any share issuance is subject to approval by the
Supervisory Board. The Supervisory Board is
authorized until 5 August 2016 to issue a
maximum of 10% of the shares issued at 5
February 2015.
The Management Board, if so designated by the
General Meeting, resolves or decides on the
repurchase of shares. The Management Board is
authorized until 5 August 2016 to repurchase
fully paid-up ordinary shares. Any repurchase
must be limited to the maximum number held
by virtue of the law and the Articles of
Association (10% of the issued shares at 5
February 2015). Their purchase price must be
between the nominal value of the ordinary
shares and 110% of the opening price of the
shares quoted on the Amsterdam stock
exchange on the day of repurchase or, in the
absence of such an opening price, the last price
previously quoted there.
Agreements containing change of control
provisions
The revolving credit facility of GrandVision
incorporates what is referred to as a ‘change of
control’ provision. Once HAL Holding N.V.’s
(indirect) shareholding in GrandVision N.V.
drops below 50.1% there is a repayment
commitment.
There are no agreements in place between
GrandVision and the Management Board or
employees, which provide for a pay-out on
termination of their employment as a result of a
public offer within the meaning of Section 5:70
of the Financial Supervision Act.
Management Board
Paulo de Castro, CFO
A German national, Mr. Kiesselbach joined the
Company in 2002 as CEO of Apollo-Optik and
Pearle Central Europe. Following the acquisition
of GrandVision SA by HAL, Mr. Kiesselbach was
appointed Group CEO of GrandVision SA in
2006. When GrandVision B.V. was incorporated
in 2011, he became the CEO of the newly
merged company. Since then he has managed
GrandVision’s continued international
expansion. Mr. Kiesselbach began his career at
McKinsey & Co in 1988. From 1998, he held
executive roles in a number of German retail
companies before joining GrandVision. Mr.
Kiesselbach holds a graduate degree in
Economics and Engineering and a PhD in
International Marketing.
A Portuguese national, Mr. de Castro joined
GrandVision as CFO in January 2012. Prior to
this, he was part of Unilever, which he joined in
1991, working in several positions with
increasing levels of responsibility in different
European countries. Between 1998 and 2000,
he served as Personal Assistant to the Unilever
Chairman. From 2000 onwards, Mr. de Castro
served as Vice-President Finance in France and
subsequently as CFO of Unilever Canada, before
taking over as Controller Europe in 2007. From
2009, he assumed responsibility as CFO of the
Unilever Supply Chain Company in Switzerland.
Mr. de Castro holds a Master’s degree in
Biotechnology Engineering and an MBA.
61
Supervisory Board
Cornelis (Kees) van der Graaf
Peter Bolliger
A Dutch national, Mr. van der Graaf is a former
member of Unilever’s Board of Directors and
Executive Committee. He is holding nonexecutive director positions at Carlsberg and
EnPro. He is founder and Chairman of FHSD
Unlimited, a bio-tech start-up.
• Chairman
• First appointment: 2011
• Reappointment: 2014
• Current term of office: Up to and including
the 2018 Annual General Meeting
• Member of the Nomination Committee
• Member of the Remuneration Committee
• Year of birth: 1950
A Swiss national, Mr. Bolliger is the former CEO
of UK shoe retailer Clarks. Before joining Clarks,
he was the Managing Director of Harrods.
During that same period, he also served as
Chairman of Kurt Geiger and Executive Director
of House of Fraser. Mr. Bolliger is currently a
non-executive director at Stella International, a
leading developer and manufacturer of quality
footwear products, based in Hong Kong.
• Member of the Audit Committee
Melchert (Mel) Groot
A Dutch national, Mr. Groot is Chairman of the
Executive Board of HAL Holding N.V. and the
former CEO of GrandVision SA and Pearle
Europe B.V. He serves on the Supervisory Board
of Safilo, the world’s second largest
manufacturer and distributor of frames and
sunglasses, and was the Chairman from 2011 to
2014 of AudioNova International, one of
Europe’s leading hearing aid retailers. In
addition, he is Vice-Chairman of the Supervisory
Board of Koninklijke Vopak N.V. and a member
of the Supervisory Board of Anthony Veder
Group N.V.
•
•
•
•
•
Vice-Chairman
Non-independent director
First appointment: 2011
Reappointment: 2015
Current term of office: Up to and including
• Chairman of the Nomination Committee
• Chairman of the Remuneration Committee
62
Jeffrey (Jeff) Cole
A US national, Mr. Cole is the former Chairman
and CEO of Cole National Corporation, a leading
optical retailer in North America. He currently
serves as a non-executive board member for
Safilo, the world’s second largest manufacturer
and distributor of frames and sunglasses, and
Hilco, a US-based manufacturer and distributor
of eyewear accessories. He is also Trustee of the
Cole Eye Institute, which forms part of the
Cleveland Clinic, one of the leading eye research
and treatment centers in the United States.
Willem Eelman
A Dutch national, Mr. Eelman is the CFO of C&A
Europe, a leading clothing retailer in Europe and
a number of developing and emerging markets.
Prior to joining C&A, he worked at Unilever in
several senior commercial and financial roles.
His most recent roles at Unilever included CFO
Europe (2007-2010) and CIO (2010-2014).
• Chairman of the Audit Committee
Remuneration report
The objective of GrandVision’s remuneration policy is to attract, motivate
and retain management that is qualified for an international company of
GrandVision’s size by means of a market-compliant policy.
The Supervisory Board established the
remuneration of the members of the
Management Board in accordance with the
Management Board remuneration policy as
adopted and the arrangements for
remuneration in the form of shares or rights to
subscribe for shares that have been approved by
the General Meeting effective as of 10 February
2015.
As a listed company, GrandVision recognizes the
principles of good governance, and best-practice
provision II.2.12 of the Dutch Corporate
Governance Code stipulates that information
must be included in the remuneration report as
to the manner in which the remuneration policy
of the preceding year has been implemented. In
addition, it must contain an overview of the
remuneration policy envisaged by the
Supervisory Board for the upcoming and
subsequent years.
The first part of this remuneration report
describes the remuneration for the members of
the Management Board that was established by
the Supervisory Board in 2015, while the second
part sets out the remuneration policy that has
been adopted for 2016 and subsequent years as
envisaged by the Supervisory Board. The report
concludes with the details of the remuneration
policy applied for the Supervisory Board in
2015.
Remuneration for the Management
Board in 2015
The remuneration of the Management Board in
2015 is comprised of a fixed and variable part
and includes a fixed base salary, a variable
remuneration component, post-employment
benefits, long-term incentive plan benefits and
other long-term benefits. The total aggregate
remuneration received by the Management
Board in 2015 was € 4,691,000. The total
aggregate amount of fringe benefits amounted
to € 115,000 for the financial year ended 31
December 2015.
For more detail on the 2015 remuneration of
the members of the Management Board, see
note 37.3 to the Consolidated Financial
Statements entitled 'Remuneration'.
Equity holdings
The number of shares owned by the
Management Board as of 31 December 2015 is
set out in the table below.
Shares owned
Th. A. Kiesselbach (CEO)
917,790
P.J. de Castro Fernandes (CFO)
251,020
Loans
In the past, the CEO and the CFO have been
given the opportunity to participate in the
capital of the Company based on a participation
arrangement, enabling them to purchase shares
in the Company for which an interest-bearing
loan up to a certain amount could be obtained
from the Company. These shares were to be
kept by the participant for a certain period
(generally three to four years). As a security for
the Company in respect of the loan, the
purchased shares were pledged. The amounts
of the loans, including accrued interest
outstanding, as per 31 December 2015 are
shown in the table below. In February 2015, the
CEO repaid his loans and accrued interest fully.
Therefore at the publication date of the Annual
Report the balance of loans including accrued
interest outstanding of Mr. Kiesselbach has
become zero.
Name of key management
Amount of loan (in thousands
of EUR)
2015
P.J. de Castro Fernandes
1,524
2014
Th. A. Kiesselbach
1,157
1,494
63
Phantom plan awards
The CEO and the CFO have participated in the
wider GrandVision phantom long-term incentive
plan. This plan consists of phantom shares and
phantom share appreciation rights (SAR’s)
which give the participants a right to shares of
Remuneration Policy
The remuneration policy is the framework used
by the Supervisory Board to establish the
remuneration of GrandVision’s CEO and CFO for
2016. This policy is transparent and promotes
the interests of the Company in the medium and
long term, and incentivizes performance. The
remuneration policy consists of the following
fixed and variable components, which are
discussed in more detail below:
•
•
•
•
•
Fixed base salary
Short-term variable remuneration
Long-term incentive plan
Pension and fringe benefits
Severance arrangements
Fixed base salary
The base salary of the CEO and the CFO is a
fixed cash compensation paid on a monthly
basis and is set by the Supervisory Board at a
competitive level, taking into account the
performance, experience, capability and
marketability of the CEO and the CFO.
The CEO and the CFO are entitled to an annual
performance-related variable remuneration
payment settled in cash. The objective of the
annual performance-related variable
remuneration payment is to incentivize and
reward strong short-term financial and personal
performance and the implementation of
strategic imperatives, and to facilitate rapid
growth while continuing to focus on sustainable
results, an approach which is in line with
GrandVision’s long-term strategy.
Performance conditions are set by the
Supervisory Board on an annual basis at or prior
to the beginning of the relevant calendar year.
64
GrandVision at vesting, typically 3 to 4 years
after the award. A wide group of senior
management of GrandVision participates in this
plan. In 2011 to 2015 the CEO and CFO have
received awards, the following table shows the
number of awards at 31 December 2015:
Phantom shares
Phantom SAR's
110,767
154,941
71,720
91,026
These performance conditions include criteria
reflecting GrandVision’s financial performance
and may also include quantitative or qualitative
criteria related to the Company’s non-financial
performance and/or to individual performance.
Typically, 60% of the variable remuneration
component is related to two or three financial
objectives, usually GrandVision’s total net
revenue and EBITA. Another 30% is based on
three to four personal objectives with
measurable targets, and 10% is related to one
shared Group objective.
This objective is based on a specific Group-wide
focus and shared by all senior managers
throughout GrandVision. After the performance
period has elapsed, an evaluation is carried out
to determine whether, and if so, to what extent,
the performance criteria have been met. The
Supervisory Board will define, on an annual
basis, the performance ranges, the “on target”
value and the maximum at which the payout
will be capped.
The Management Board has achieved the 2015
financial targets above maximum level for
revenue and profit growth. The personal targets
of the Management Board were almost fully
achieved. The Group objective for 2015 was not
achieved. In addition, the CFO received an
extraordinary bonus following the successful
IPO in February 2015.
The long-term incentive plan aligns the interest
of the CEO and the CFO with those of the
shareholders. The CEO and the CFO will be
eligible to receive annual awards under the new
GrandVision Long-Term Incentive Program
2015 ('LTIP 2015'), which was approved by the
General Meeting on 14 October 2014 and
commenced in May 2015. Annual awards can be
received in either cash or shares or options for
shares, as determined by the Remuneration
Committee and approval of the Supervisory
Board. The maximum number of awards in
shares or options for shares to be granted to the
CEO and the CFO has been set by the General
Meeting at 240,000 shares per year.
The performance conditions for the LTIP 2015
are, among others, total net revenue growth and
earnings per share growth after three years.
Depending on the actual fulfillment of these
performance conditions, the CEO and the CFO
will receive the awards that have vested. After
vesting, the shares, if any, must be held in
deposit for two years, after which period they
may be sold, provided that the CEO at all times
holds shares in deposit with a value equal to at
least two gross annual salaries, and the CFO at
all times holds shares in deposit equal to at least
one gross annual salary.
Pension and fringe benefits
The CEO and the CFO are eligible to receive
post-employment benefits by participating in a
pension plan and/or to elect to receive a cash
payment in lieu of pension. The CEO receives a
monthly cash sum instead of contributions to
the pension plan. The CFO receives an
additional cash allowance in accordance with
the terms of the regular pension plan pursuant
to recent changes in Dutch pension law. The
CEO and the CFO are entitled to customary
fringe benefits, such as a company car, expense
allowances and reimbursement of any costs
incurred.
Supervisory Board. The remuneration of the
Supervisory Board is not linked to the financial
results of the Company and they do not receive
any performance- or equity-related
compensation nor accrue any pension rights
with the Company. None of the Supervisory
Directors may hold shares, options for shares or
similar securities other than as a long-term
investment.
Remuneration for the Supervisory Board
in 2015
The total aggregated remuneration of the
Supervisory Board in 2015 was €313,000.
Supervisory Board members are reimbursed for
all reasonable costs of travel, accommodation
and representation incurred in the performance
of their duties. As of 31 December 2015, Willem
Eelman held 2,650 GrandVison shares as a longterm investment. None of the other Supervisory
Board members held any GrandVision shares or
options on GrandVision shares. For more detail
on the 2015 remuneration of the Supervisory
Board, see note 37.4 to the Consolidated
Financial Statements, entitled 'Supervisory
Board Remuneration'.
Severance arrangements
Contractual severance arrangements for the
CEO and the CFO are compliant with the Code.
Clawback
A 'clawback' clause is included in the service
agreements of the CEO and the CFO, applicable
in a situation in which the financial or other
information on which the payout of variable
remuneration was based is determined to be
incorrect.
Supervisory Board Remuneration
The General Meeting determines the
remuneration of the members of the
65
Risk management
Risk management and control systems
Risk management has an important role in the
implementation of GrandVision’s strategy. The
objective of GrandVision’s Risk management
and Internal Control Framework is to achieve a
balance between an effective and professional
organization on the one hand, and a risk profile
that GrandVision is willing to accept for the
business on the other. Risk management and
internal controls make a significant contribution
to the prompt identification and adequate
management of strategic, market and business
risks. They also help to achieve operational and
financial goals and comply with the applicable
legislation and regulations.
The Management Board, under the supervision
of the Supervisory Board, bears ultimate
responsibility for GrandVision’s Risk
Management and Internal Control Framework.
The country management teams are
responsible for implementing the strategy,
achieving results, identifying underlying
opportunities and risks, and ensuring effective
controls. They have to act in accordance with the
policy and standards set by the Management
Board, in which they are supported by global
functional teams.
GrandVision’s governance and internal control
standards provide a necessary foundation for
growth and are a necessary precondition for this
growth. Both internal and external resources are
established at group level to not only detect
control issues, but to proactively support the
country management teams in solving the
underlying issues. GrandVision has developed
and deployed a comprehensive Internal Control
Framework comprising a set of minimum
internal control standards that all business units
must comply with. Compliance is reported on
and monitored throughout the organization via
a comprehensive internal audit program, the
management of which is partly outsourced to an
international audit firm. Furthermore, the
quality of internal control performance is an
integral part of management incentive schemes
on a country level.
Risk management approach
In general, GrandVision adopts a prudent
approach towards risk-taking. The Company’s
66
approach to risk cannot be captured in one
figure or formula. Risk boundaries are set by the
company’s strategy, values, policies and
corporate directives. The approach to risk differs
per type of risk:
• Strategic risk – the Company is prepared to
take above-average calculated and carefully
weighted risk in pursuing its ambitions.
• Operational risk – the Company strives to
minimize risks relating to the
implementation of its strategy.
• Financial risk – the Company has adopted a
prudent financing strategy.
• Compliance risk – the Company strives for
full compliance with all legal and regulatory
requirements.
Key risk categories
The risk categories that potentially have the
greatest adverse effect on the achievement of
GrandVision’s objectives are described below.
This is not an exhaustive list. There may be risks
or risk categories that have currently been
categorized as not having a significant impact
on the business but that could develop into key
risks. The objective of GrandVision’s risk
management systems is to identify changes in
risk profiles and any risk-related incidents in a
timely manner, so that appropriate and timely
measures can be taken.
Risk Management and Internal Control Framework
Supervisory Board
• Approves strategic objectives and validates our risk appetite
• Reviews the Company’s risk management and internal control systems
•
Management Board
• Responsible for designing and setting the Risk Management and Internal Control Framework
• Responsible for setting and promoting the right business culture and values, to be in full
compliance with all applicable internal and external standards
Senior Management
• Responsible for implementing and maintaining the GrandVision internal control standards
• Responsible for preparing and implementing risk mitigation and business continuity plans
for each business unit
Business & Functional Teams
Risk Mitigation plans
Business Continuity Plans
Internal Audit
• Indentify key risks for its
• Assess potential likelihood
• Develop and maintain
• Provides independent
scope of responsibility
& impact
• Develop, update and
•
controls on day-to-day
review risk mitigation
basis
plans per business unit
business continuity plans
assurance of the
to protect the company
assets and daily operations
• Test and update these
plans on a regular basis
Management and the
Internal Control Framework
• Support country teams if
needed to solve underlying
issues
Objective
To achieve the strategic, operational and financial goals of the Company
within the internal and external compliance standards
67
Key risks
Strategic risk
Risk area and possible impact
How does GrandVision mitigate this risk?
Customer preference
• We invest in our people, products, marketing campaigns, sales promotions and
Being less relevant to our
store optimization that enable us to remain relevant to our consumers
consumers, due to competition, or • By continuing to invest in the GV Academy to train our employees, and in systems
to our products and services and
and processes that allow us to deliver the highest standards in customer service
• Our investment in a true omni-channel customer journey, whereby the customer
decides how, when and where they want to do business with GrandVision
• By investing continuously in a portfolio of high-quality Exclusive Brands that are
appealing to our customers.
•
Portfolio risks
or relocating stores is an integral part of our strategy. Our franchisees are
Possible adverse impact on
independent operators, but the Company applies strict criteria of governance, and
growth and profitability, not being
able to expand further, or specific
looks to improve performance on an ongoing basis
regional or country issues.
• Comparable growth is monitored daily and if needed, measures are taken to
improve it, such as promotions, campaigns, incentives, assortment changes and
others
• We continuously look for growth opportunities across our countries, and enter
new territories if needed. Post-acquisition, we spend a lot of time integrating new
businesses and improving the performance with the help of new management,
where this is deemed necessary
• We continuously monitor the performance of the countries and regions, and
invest significantly in emerging markets to further accelerate business growth
• Furthermore, profit protection plans are developed and updated throughout
the year for every business unit. Geographic diversification is also part of
GrandVision’s strategy and allows us to spread risks across regions.
68
Industry risks
Changing consumer patterns
due to healthcare contributions
changing, or vision correction
alternatives that become more
popular could impact future
growth and profitability.
• GrandVision operates successfully in many countries where no eye care
reimbursements exist
• As one of the largest companies in the industry, we have a proven ability to adapt
to changing market dynamics while still operating profitably
•
as many customers prefer to wear glasses over medical solutions that involve
surgery.
External economic & political
risks, and natural disasters
Possible adverse impact on
growth and profitability.
• Our diversified portfolio of 44 countries is a strong mitigating factor against
individual country or regional economic risk. We monitor these risks through the
normal course of business and use a range of measures such as commercial
promotions, financial hedging, internal reorganizations or cost saving, to counter
the potential impact in the near term. We also have Business Continuity plans in
place in case of natural disasters or other calamities plus specific insurance limits
will help to reduce the financial impact of such events.
Operational risk
Talent
•
Inability to recruit, train and
operates. In 2014 the GV Academy was setup to support all training programs. We
strive to maintain attractive working conditions and benefits for employees. As a
retain qualified management and
suitably skilled employees.
result of the IPO, GrandVision has raised its public profile and became an even
more attractive employer.
Supply chain
Inability to deliver products to
the stores due to either operating
issues in the TechCenters or lack
of supply or quality issues.
•
• To have multi-year contracts in place with certain key suppliers after competitive
tender processes
• To employ high quality control standards with our suppliers
•
on its behalf
•
suppliers.
Systems and Information
• We have selected well-known and experienced partners to help implement such
Inabilities or delays in new system
systems in phases over multiple years, and under supervision of a Program
implementations that impact daily
processes. Also cyber security
quality, timing and budgets. In 2015, the Company went live with its new ERP
issues become increasingly
system in the UK and the Netherlands/Belgium. We also successfully concluded
relevant for GrandVision.
the first pilot phase of the omnichannel system in China, which included training
• Data security is an area of major importance and the company is committed
investing more in technology and systems to further improve the data protection
measures for the group.
Business transformation
Inability or delays in the roll out
of global capability tools to all
countries.
•
Every work stream is led by a member of the GrandVision Senior Management
team. A phased global rollout only happens after the capability is fully tested and
has gone live in one or more pilot countries.
69
Financial risks
Treasury and insurance
Significant changes in financial
markets that impact the financial
condition or performance of the
company.
• We have a five-year €1.2 billion credit facility in place with ample headroom. In
2015, the facility was extended by one year until 2020. We also maintain €200
million of financial headroom to manage our liquidity position on a daily basis
• We regularly enter into FX contracts to manage the currency exposure. We also
enter into discussions with our main suppliers regarding purchase prices and
assess any currency impact. GrandVision does not hedge translation risk
• In 2015, we renewed all Group insurance policies and regularly reviewed the
need for new or adjusted limits or policies
• In 2015, we concluded €150 million of new interest rate swaps to fix our interest
rates for longer time periods.
For more details see note 3 to the Consolidated Financial Statements entitled "Financial Risk
Management".
Legal and compliance risks
Ethical, Legal, tax, compliance
and regulatory risks
Failure to comply with internal
and external policies, rules
and regulations, including the
protection of all the company’s
tangible and intangible assets.
• In 2015, GrandVision updated its Compliance Framework, including policies on
in place prior to the IPO but were reviewed in preparation for the listing. All
employees are trained annually on these policies through e-learning and
face- to-face trainings. In addition to employees, all of GrandVision’s business
partners, including but not limited to suppliers, are expected to comply with our
Code of Conduct
• At GrandVision, we are committed to complying with the laws and regulations
of the countries in which we operate. In specialist areas, the relevant teams at
global, regional or local levels are responsible for setting detailed standards
to comply with regulations and laws that are relevant to their roles. Legal and
regulatory specialists in the company monitor and review our practices to provide
reasonable assurance that we remain aware of and in line with all relevant laws
out policies, reporting, e-learning and training requirements and localization
guidelines. GrandVision has a Tax Risk Framework in place which sets out the
controls established to assess and monitor tax risk for direct and indirect taxes.
• A Governance Framework sets out proper corporate decision-making procedures
and reviews processes for all legal entities.
70
Management review and reporting
In Control Statement
Responsibility Statement
The Management Board manages the Company
and is responsible for achieving the Company’s
strategy, objectives, goals and results, and for
taking appropriate measures in relation to the
design and operation of the internal risk
management and control systems in a way that
is consistent with GrandVision’s business. These
systems have been designed to identify
opportunities and risks in a timely manner,
manage significant risks, facilitate the
realization of the Company’s strategic,
operational and financial objectives, safeguard
the reliability of the Company’s financial
reporting and comply with the applicable laws
and regulations. To fulfill these responsibilities,
GrandVision systematically reviewed and, where
necessary, enhanced the Company’s internal
risk management and control processes with
regard to its strategic, operational, compliance
and financial risks (including risks related to
financial reporting) during the year 2015. The
results of these reviews, including changes and
planned improvements, have been discussed
with the Audit Committee and the Supervisory
Board.
In accordance with Article 5.25c of the Dutch
Financial Markets Supervision Act (“Wet op het
financieel toezicht”), the Management Board
confirms that to the best of its knowledge:
• The financial statements for 2015 give a true
and fair view of GrandVision’s assets,
liabilities, financial position and
comprehensive income
• The management report includes a true and
fair review of the Company’s position as of 31
December 2015 and of GrandVision’s
development and performance during 2015,
and describes the key risks to which
GrandVision is exposed.
Paulo de Castro, CFO
It should be noted that the above does not imply
that these systems and procedures, however
well-designed and intended to optimally control
risks, provide absolute assurance as to the
realization of operational and strategic
objectives, or that they can prevent all
misstatements, inaccuracies, errors, fraud and
non-compliance with legislation, rules and
regulations.
Based on the approach described above, the
Management Board believes that, with respect
to financial reporting, the internal risk
management and control systems have
performed satisfactorily during the year 2015
and provided a reasonable assurance that the
financial reporting does not contain any errors
of material importance.
71
In focus
Training at Opticas Lux, Mexico
Optometry has been practiced in Mexico for many decades, and the
country is home to the oldest and largest optometry school in all of
Latin America. For Opticas Lux, a GrandVision retail banner in Mexico,
education and training have been key differentiators in its market since
1942. It is the cornerstone of its customer-centric and personalized
service approach, and has been vigorously maintained over the years.
The learning model develops competencies
that help people be more successful at work
and valuable within the organization, while also
enriching their quality of life as a whole.
It is divided into project-based learning to
develop professional knowledge and the
ability to respond to specific situations, and on
nurturing positive attitudes and skills that help
our people communicate, collaborate and learn.
All staff members are expected to map out and
align their career paths with the company’s
72
overall objectives. Experienced members of the
HR team are appointed as individual sponsors,
while the training itself is managed by the
designated store tutor. Experienced People
Leaders are then selected as mentors in the
development process.
Approximately 30% of our learning programs
take place in classrooms, while the remaining
70% are in the field. Classroom teaching
makes use of collaborative and problem-based
learning, while field education is focused on real
life experiences.
The career path spans seven levels of
development: novice employee, experienced
seller, specialist, advanced expert, people
leader, business manager and master business
manager. Formal certification is received at the
end of each stage.
By ensuring the availability of qualified and
trained talent that is vital to GrandVision’s
expansion process, Opticas Lux is meeting the
increasing demand for eye care professionals to
service Mexico’s rapidly growing population.
“Education means more to us than
just meeting a set of performance
criteria”
says Catalina Romero Castillo, HR Manager at Opticas Lux,
Mexico. “It is about transforming our environment and
making our organization a better place to work in.”
73
Shareholder
information
Initial Public Offering and listing
Shareholders
Following the listing of its shares in an Initial
Public Offering (IPO) on February 6, 2015,
GrandVision shares are traded on Euronext
Amsterdam with the ticker ‘GVNV’, and the
company is a constituent of the Amsterdam
Midkap Index® (AMX). The IPO consisted of a
secondary offering of 51 million shares by HAL
Optical Investments B.V., an indirect subsidiary
of HAL Holding NV, for a total amount of
approximately €1 billion.
Shareholders as of 31 December 2015
As of 31 December 2015, the number of publicly
traded ordinary shares totaled 55,965,441. This
represents 21.99% of the GrandVision’s share
capital.
Share price performance
The 2015 closing price for the share was €27.66,
which represents a 38% increase over the
€20.00 per share offer price at the time of listing
on 6 February 2015. By comparison, the Dutch
AEX index decreased by 3% during the same
period.
At the end of 2015, HAL Optical Investments B.V.
held 76.72% of the shares in GrandVision, while
0.46% were held by the Management Board.
The shares held in treasury (0.83%) enable the
company to hedge price risks relating to grants
made under long-term incentive plans. Since the
IPO, the remaining shares in GrandVision are
held by a number of institutional and retail
investors across several jurisdictions.
For a full overview of shares held by the
Management Board, please refer to the
‘Remuneration’ chapter in this Annual Report.
Shareholders holding more than 3%
equity
Under Dutch law, shareholdings of 3% or more
in any Dutch company must be disclosed to the
Dutch Financial Markets Authority (AFM).
According to the register kept by the AFM, at 10
February 2015, the following shareholder has
disclosed that it owns more than 3% of
GrandVision’s total share capital:
• HAL Optical Investments B.V.
Shareholder structure
GrandVision 2015 share price performance
since IPO on 6 February 2015
The chart below provides an indicative overview
of our shareholder structure as per publication
date of the 2015 Annual Report.
40%
30%
20%
Shareholder structure
10%
Free Float
0%
-10%
GrandVision
AEX
Dec
Nov
Oct
Sep
Aug
Jul
Jun
May
Apr
Mar
Feb
-20%
HAL
76.72%
21.99%
GV Management
0.46%
Treasury
0.83%
74
Investor Relations
Disclosure of non-IFRS financial measures
and operating data
GrandVision aims to provide its shareholders,
potential shareholders and other stakeholders
with relevant information about its business
model, strategy and results. The majority of its
communications to the investment community
take place through corporate press releases
which are widely distributed, made generally
available and filed with the AFM. In addition, the
Company makes all relevant and important
information available on its corporate website
(www.grandvision.com/investors).
GrandVision’s consolidated financial statements
are prepared in accordance with International
Financial Reporting Standards (IFRS) as adopted
by the European Union. Certain parts of
GrandVision’s financial reporting and disclosure
may contain non-IFRS financial measures and
ratios, such as system wide sales, organic
growth, revenue growth from acquisitions,
comparable growth, EBITA, EBITDA, adjusted
EBITDA, free cash flow and net debt, which are
not recognized measures of financial
performance or liquidity under IFRS. In addition,
certain other operational data, such as the
number of stores, number of countries in which
the company is present and number of brands,
may be disclosed.
GrandVision also communicates directly with
the investment community on a regular basis.
These exchanges with shareholders, analysts
and potential investors are based on publicly
available presentations, and only price-sensitive
information that is publicly available is
discussed.
At present, GrandVision is covered by 14
financial analysts.
Financial year and quarterly reporting
GrandVision’s financial year runs from 1 January
until 31 December. The Company publishes
both annual and semi-annual results, at which
time it also holds a conference call for analysts
and financial media that can be accessed via the
corporate website.
For the first and third quarters, the company
publishes trading updates. In addition to these
communications, it keeps stakeholders
informed through ad-hoc corporate press
releases on any price-sensitive information and
other material developments that occur
throughout the financial year.
The non-IFRS financial measures presented are
measures used by management to monitor the
underlying performance of the business and
operations and, accordingly, they have not been
audited or reviewed. Furthermore, they may not
be indicative of the historical operating results,
nor are they meant to be predictive of future
results. These non-IFRS measures are presented
because they are considered important
supplemental measures of GrandVision’s
performance and the Company believes that
these and similar measures are widely used in
the industry in which GrandVision operates as a
way to evaluate a company’s operating
performance and liquidity.
Not all companies calculate non-IFRS financial
measures in the same manner or on a
consistent basis. As a result, these measures and
ratios may not be comparable to measures used
by other companies under the same or similar
names.
Closed periods
As per the Company’s bylaws, GrandVision
observes a ‘closed’ period shortly prior to the
publication of the regular financial information.
The closed period for the annual results starts
two months prior to the publication date. The
closed period for the semi-annual results runs
from the first day of the quarter until the semiannual results announcement. For trading
updates, there is a closed period of one month
prior to the publication date.
75
Annual General Meeting
Dividends
At least once a year a General Meeting is held.
Votes representing shares can be cast at the
General Meeting either personally or by proxy.
No restrictions are imposed on these proxies,
which can be granted electronically or in writing
to the Company or to independent third parties.
GrandVision shareholders may cast one vote for
each share. All resolutions adopted by the
General Meeting are passed by an absolute
majority of the votes cast, unless the law or the
Articles of Association prescribe a larger
majority.
2015 dividend
For the financial year 2015, GrandVision paid an
interim dividend of €0.14 per share, which was
paid to the shareholders in September 2015. On
15 March 2016, a final dividend of €0.14 per
share was proposed by the Management Board
with approval from the Supervisory Board,
reflecting a total dividend payment for 2015 of
€0.28 per share. The final dividend of €0.14 per
share is subject to shareholder approval at the
AGM on 29 April 2016.
Dividend Policy
The Company’s Articles of Association detail the
proposals that the Management Board may
submit to the meeting and the procedure
according to which shareholders may submit
matters for consideration by the meeting, and
can be found on the GrandVision corporate
website.
Important matters that require the approval of
the (Annual) General Meeting are:
• The adoption of the financial statements
• The declaration of dividends
• Any significant changes to the Company’s
corporate governance
• The remuneration policy
• The remuneration of the Supervisory Board
• The Management Board’s discharge from
liability
• The Supervisory Board’s discharge from
liability
• The appointment of the external auditor
• The appointment, suspension or dismissal of
members of the Management Board and the
Supervisory Board
• The issuance of shares or rights to shares, the
restriction or exclusion of preemptive rights
of shareholders and the repurchase or
cancellation of shares; and
• Any amendments to the Articles of
Association.
GrandVision’s 2016 Annual General Meeting of
Shareholders (AGM) will be held on 29 April
2016 in Haarlemmermeer, the Netherlands.
76
For the years 2016 and beyond, GrandVision
intends to pay an ordinary dividend annually in
line with the Company’s medium to long-term
financial performance and targets in order to
increase dividend-per-share over time. The
Company envisages that, as a result of this
policy, the ordinary dividend payout ratio will
range between 25 and 50%.
Manner and time of dividend payments
Payment of any dividend in cash will be made in
euros. Any dividends that are paid to
shareholders through Euroclear Nederland will
be automatically credited to the relevant
shareholders’ accounts without the need for the
shareholders to present documentation proving
their ownership of the shares. Payment of
dividends on the shares held in registered form
(i.e. not held through Euroclear Nederland, but
directly) will be made directly to the relevant
shareholder using the information contained in
GrandVision’s shareholders’ register and
records. Dividend payments on GrandVision
shares are generally subject to withholding tax
in the Netherlands.
Uncollected dividends
A claim for any declared dividends or other
distributions lapses five years after the date
those dividends or distributions were released
for payment. Any dividend or distribution that is
not collected within this period will be
considered to have been forfeited to
GrandVision.
Important dates
March 18, 2016
Publication 2015 Annual Report
April 29, 2016
First Quarter 2016 Trading Update
April 29, 2016
General Shareholders Meeting
May 3, 2016
Ex-dividend date (2015 final dividend)
May 4, 2016
Dividend date (2015 final dividend)
May 11, 2016
Dividend payment date (2015 final dividend)
August 5, 2016
Half-Year 2016 Results
October 27, 2016
Third Quarter 2016 Trading Update
77
In focus
Record apprenticeships in Germany
German opticians face a growing challenge in finding suitable young
talent to become professional store managers. This potential shortage
is intensifying competition for talent in the market, and has compelled
Apollo Optik, a GrandVision retail banner in Germany, to take a more
vigorous approach to its local apprentice program.
In 2015, we launched a more effective
apprenticeship program which resulted in a
record of 200 new apprentices, an increase
of more than 50% over previous year. This
significant growth is helping to ensure that our
German business will have enough qualified
professionals to staff its more than 800 stores
in the years ahead.
The 3-year apprenticeship looks to recruit,
integrate and develop young talent, and has a
strong focus on optical skills, craftsmanship and
retail experience. It involves a well-structured
recruitment and selection process followed by
modules covering key business issues, personal
development and sales performance.
78
Apprentices can apply to take on the
responsibility of running a store for one month
as part of a new initiative, which in some cases
resulted in significant sales increases in the
period.
The apprentice and talent program has also
increased the number of newcomers from other
opticians during the year and decreased the
turnover. Apollo Optik’s apprentice program
has been recognized internally for contributing
to excellence in the GrandVision’s HR program,
and for making a true difference to the
business.
This flyer announces
the apprentices’
temporary leadership
role in a store.
“We need to identify and develop
young people who have the
potential to become our future
store managers or more”
Michael Heller, Sales director at GrandVision in
Schwabach. “This means people who are living our values,
have the emotional touch of this generation, and will enjoy
learning about our services and products. Thanks to the
fantastic work of our apprenticeship program, the basic
conditions for this are now being successfully met.”
79
Table of contents
Consolidated Financial Statements
Consolidated Income Statement
Consolidated Statement of Other Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Shareholders’ Equity
Consolidated Cash Flow Statement
Notes to the Consolidated Financial Statements
1 General Information
2 Summary of Significant Accounting Policies
3 Financial Risk Management
4 Estimates and Judgments by Management
5 Segments
6 Acquisitions of Subsidiaries, Associates and Non-Controlling Interests
7 Revenue
8 Cost of Sales and Direct Related Expenses
9 Share of Result of Associates
10 Finance income and costs
11 Income Tax
12 Earnings per Share
13 Property, Plant and Equipment
14 Goodwill
15 Other Intangible Assets
16 Impairment Tests for Goodwill
17 Other Non-Current Assets
18 Associates
19 Inventories
20 Trade and Other Receivables
21 Cash and Cash Equivalents
22 Share Capital
23 Other reserves
24 Retained Earnings
25 Non-Controlling Interest
26 Borrowings
27 Income Taxes
28 Post-Employment Benefits
29 Provisions
30 Long-Term Incentive Plans
31 Other non-current liabilities
32 Derivative Financial Instruments
33 Trade and Other Payables
34 Cash Generated from Operations
35 Contingencies
36 Auditor Fees
37 Related Parties
80
82
82
83
84
85
86
87
87
87
102
107
109
111
113
113
114
114
114
115
116
117
118
119
120
121
121
122
123
124
125
125
126
126
128
130
133
134
136
136
137
138
138
139
139
38 Non-GAAP Measures
39 Principal Subsidiaries, Joint Ventures and Associates
142
142
Parent Company Financial Statements
144
144
145
Notes to the Parent Company Financial Statements
2 Financial Fixed Assets
3 Shareholders’ Equity
4 Legal Reserve
5 Retained Earnings
6 Borrowings
7 Provisions
8 Employees
9 Contingencies
146
146
146
147
147
148
148
148
148
149
Other Information
150
Subsequent Events
151
Income Statement
Balance Sheet (Before Appropriation of Result)
81
Consolidated Income Statement
in thousands of EUR
Notes
2015
2014
2,816,994
Revenue
7
3,204,886
Cost of sales and direct related expenses
8
- 876,455
- 743,712
2,328,431
2,073,282
Gross profit
Selling and marketing costs
8
- 1,616,602
- 1,445,702
General and administrative costs
8
- 363,286
- 341,667
Share of result of associates
9
4,620
2,696
353,163
288,609
Operating result
Finance income
10
4,849
4,410
Finance costs
10
- 23,997
- 38,776
- 19,148
- 34,366
Result before tax
334,015
254,243
Income tax
11
Result for the year
- 103,021
- 79,682
230,994
174,561
212,730
161,203
Attributable to:
Equity holders
Non-controlling interests
Earnings per share, basic and diluted (in EUR per share)
12
18,264
13,358
230,994
174,561
0.84
0.64
The accompanying notes are an integral part of these consolidated financial statements.
82
Consolidated Statement of Other Comprehensive Income
in thousands of EUR
Result for the year
2015
2014
230,994
174,561
5,127
- 22,064
Other comprehensive income:
Items that will not be reclassified to Income Statement
Remeasurement of post-employment benefit obligations
Income tax relating to this item
- 1,764
6,308
3,363
- 15,756
- 12,870
- 2,871
Cash flow hedges
1,656
2,533
Income tax
- 377
- 655
Items that may be subsequently reclassified to Income Statement
Currency translation differences
Other comprehensive income/ loss (net of tax)
Total comprehensive income for the year (net of tax):
- 11,591
- 993
- 8,228
- 16,749
222,766
157,812
205,167
145,938
Attributable to:
Equity holders
17,599
11,874
222,766
157,812
83
Consolidated Balance Sheet
in thousands of EUR
Notes
31 December 2015
31 December 2014
ASSETS
Non-current assets
13
431,312
407,727
Goodwill
14
1,025,213
885,855
Other intangible assets
15
454,418
448,240
Deferred income tax assets
27
67,186
80,912
Investments in Associates
18
40,438
34,967
17
44,680
50,530
2,063,247
1,908,231
Current assets
Inventories
19
264,014
239,657
Trade and other receivables
20
266,916
257,301
5,622
7,716
Current income tax receivables
Derivative financial instruments
32
1,201
891
21
98,748
134,095
636,501
639,660
2,699,748
2,547,891
Total assets
EQUITY AND LIABILITIES
Equity attributable to equity holders
Share capital
22
51,815
61,535
Other reserves
23
- 59,723
- 54,775
Retained earnings
24
786,428
616,130
778,520
622,890
25
Total equity
53,255
45,327
831,775
668,217
Borrowings
26
775,744
960,463
Deferred income tax liabilities
27
142,565
141,378
Post-employment benefits
28
64,704
85,849
Provisions
29
11,282
27,727
32
1,039
2,508
31
16,075
15,859
1,011,409
1,233,784
533,609
503,058
Current liabilities
33
Current income tax liabilities
32,544
19,538
Borrowings
26
262,183
92,914
32
2,045
1,537
Provisions
29
26,183
28,843
856,564
645,890
Total liabilities
1,867,973
1,879,674
2,699,748
2,547,891
84
Consolidated Statement of Changes in Shareholders’ Equity
Attributable to the equity holders
254
27,521
- - 38,705 512,616 501,686
-
-
-
23
-
-
-
23
-
-
23
-
-
24,25
-
Issue of share capital
22
-
4,019
22
-
29,741
Dividends
25
-
Balance at 1 January 2014
Result for 2014
Cash flow hedge reserve
Remeasurement of post-employment
benefit obligations
Cumulative currency translation
reserve
Total comprehensive income
Acquisitions of subsidiaries
Total transactions with equity holders
-
Retained
earnings
Total
equity
Share
premium
Notes
Other
reserves
Total
Share
capital
in thousands of EUR
Treasury
shares
Noncontrolling
interest
44,366
546,052
161,203
161,203
13,358
174,561
1,878
-
1,878
-
1,878
-
- 15,662
-
- 15,662
- 94
- 15,756
-
- 2,286
805
- 1,481
- 1,390
- 2,871
-
-
- 16,070
162,008
145,938
11,874
157,812
-
-
-
- 55,494
- 55,494
- 999
- 56,493
-
-
- 3,000
1,019
-
1,019
29,741
33,760
-
-
-
29,741
-
-
-
-
-
- 9,914
- 9,914
-
-
- 58,494
- 24,734
- 10,913
- 35,647
- 54,775
616,130
Balance at 31 December 2014
254
61,281
-
622,890
45,327
668,217
Balance at 1 January 2015
254
61,281
- - 54,775 616,130 622,890
45,327
668,217
Result for 2015
Remeasurement of post-employment
benefit obligations
Cumulative currency translation
reserve
-
-
-
212,730
212,730
18,264
230,994
23
-
-
-
1,232
-
1,232
47
1,279
23
-
-
-
3,355
-
3,355
8
3,363
23
-
-
-
- 12,150
-
- 12,150
- 720
- 12,870
-
-
-
- 7,563
212,730
205,167
17,599
222,766
23-25
-
-
-
- 151
- 2,492
- 2,643
1,202
- 1,441
22
-
-
- 51,074
-
-
- 51,074
-
- 51,074
-
-
-
2,766
- 2,766
-
-
-
-
32,531
8,823
-
- 1,847
39,507
-
39,507
-
-
-
-
- 35,327
- 35,327
- 10,873
- 46,200
32,531
- 42,251
2,615
- 42,432
- 49,537
- 9,671
- 59,208
93,812 - 42,251 - 59,723 786,428 778,520
53,255
831,775
Total comprehensive income
Acquisitions of minority
Purchase of treasury shares
Change of pension plan
Dividends
24,25
Total transactions with equity holders
Balance at 31 December 2015
254
85
Consolidated Cash Flow Statement
in thousands of EUR
Notes
2015
2014
462,009
477,315
Cash flows from operating activities
Cash generated from operations
34
Tax paid
- 80,094
- 96,978
Net cash from operating activities
381,915
380,337
- 138,079
- 233,169
-
- 1,269
- 131,750
- 131,868
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired
6
Investment in associates and assets held for trading
Purchase of property, plant and equipment
13
Proceeds from sales of property, plant and equipment
Purchase of intangible assets
15
Proceeds from sales of intangible assets
Other non-current receivables
Dividends received
18
Interest received
6,871
3,993
- 30,057
- 26,442
249
2,727
5,699
3,660
4,261
3,305
5,428
5,319
- 277,378
- 373,744
Cash flows from financing activities
22
Proceeds from borrowings
Repayment of shareholder loan
- 51,074
-
424,703
999,051
-
- 325,000
- 542,877
- 602,328
Interest swap payments
- 2,762
- 4,437
Acquisition of non-controlling interest
- 1,440
- 9,914
Repayments of other borrowings
Dividends paid to non-controlling interests
25
- 10,873
Dividends paid to shareholders
24
- 35,327
-
- 17,040
- 28,231
Net cash generated from/ (used in) financing activities
- 236,690
29,141
Increase / (decrease) in cash and cash equivalents
- 132,153
35,734
Cash and cash equivalents at beginning of the year
54,405
22,161
Increase / (decrease) in cash and cash equivalents
- 132,153
35,734
Interest paid
Movement in cash and cash equivalents
Exchange gains/ (losses) on cash and cash equivalents
Cash and cash equivalents at end of year
21
- 4,058
- 3,490
- 81,806
54,405
86
Notes to the Consolidated Financial
Statements
GrandVision N.V. (‘the Company’) is a public limited liability company and is incorporated and
domiciled in the Netherlands. The address of its registered office is as follows: World Trade Center
Schiphol Airport, Tower G, 5th floor, Schiphol Boulevard 117, 1118 BG Schiphol, the Netherlands.
Prior to becoming a public limited liability company under Dutch law (Naamloze Vennootschap) on
5 February 2015, the Company operated as GrandVision B.V. On 6 February 2015, GrandVision N.V.
listed its shares in an Initial Public Offering (“IPO”) on Euronext Amsterdam.
At 31 December 2015, 76.72% of the issued shares are owned by HAL Optical Investments B.V. and
21.99% by institutional and retail investors, with the remaining shares held by GrandVision's
Management Board (0.46%) and in treasury (0.83%). HAL Optical Investments B.V. is indirectly
controlled by HAL Holding N.V. All HAL Holding N.V. shares are held by HAL Trust. HAL Trust is listed
on Euronext Amsterdam.
GrandVision N.V. and its subsidiaries (together, referred to as ‘the Group’) comprise a number of
optical retail chains operated under different retail banners. As of 31 December 2015, the Group,
including its associates, operated 6,110 optical retail stores (including franchise stores) in Argentina,
Austria, Bahrain, Belgium, Brazil, Bulgaria, Chile, China, Colombia, Cyprus, the Czech Republic,
Denmark, Estonia, Finland, France, Germany, Greece, Hungary, India, Ireland, Italy, Kuwait,
Luxembourg, Malta, Mexico, Monaco, Norway, Oman, Peru, Poland, Portugal, Russia, Qatar, Saudi
Arabia, Slovakia, Spain, Sweden, Switzerland, the Netherlands, the United Arab Emirates, Turkey, the
United Kingdom, United States and Uruguay. An overview of the main subsidiaries can be found in
note 39. The average number of employees of the Group (excluding associates) in full-time
equivalents during 2015 was 27,510.
2 Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these consolidated financial
statements are set out below. These policies have been consistently applied to all the years
presented, unless otherwise stated.
2.1 Basis of Preparation
These consolidated financial statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) as adopted within the European Union. The financial
statements are presented in euros (€). Amounts are shown in thousands of euros unless otherwise
stated. The euro is the presentation currency of the Group. Preparing the financial statements in
accordance with IFRS means that management is required to make assessments, estimates and
assumptions that influence the application of regulations and the amounts reported for assets,
equity, liabilities, commitments, income and expenses. The estimates made and the related
assumptions are based on historical experience and various other factors, such as relevant
knowledge, which are considered to be reasonable under the given circumstances. The IFRS
financial statements have been prepared under the historical cost convention except for financial
derivatives, long-term incentive plans and post-employment benefits. The estimates and
assumptions serve as the basis for assessing the value of recognized assets and liabilities whose
amounts cannot currently be determined from other sources. However, actual results may differ
from the estimates. Estimates and underlying assumptions are subject to constant assessment.
Changes in estimates and assumptions are recognized in the period in which the estimates are
revised.
87
The areas involving higher degree of judgment or complexity, or areas where assumptions and
estimates are significant to the consolidated financial statements are disclosed in note 4.
2.2 Changes in Accounting Policy and Disclosures
2.2.1 New and Amended Standards and Interpretations Adopted by the Group
The new and amended standards and interpretations effective for the current reporting period listed
below have been adopted by the Group and implemented as of 1 January 2015 with retrospective
application.
• IAS 19, 'Employee Benefits', effective for annual periods beginning on or after 1 July 2014. The
amendments clarify the accounting for defined benefit plans that require employees or third
parties to contribute towards the cost of the benefits. The amendments have no significant effect
on the accounting policies of the Group.
• Annual Improvements to IFRSs 2010-2012 and 2011-2013 cycles, effective for annual periods
beginning on or after 1 July 2014. Clarifications and minor interpretation changes for a set of IFRS.
None of the improvements have a significant effect on the reporting or accounting policies of the
Group.
2.2.2 New Standards, Amendments and Interpretations Issued But Not Effective for the
Reported Period and Not Adopted Early
A number of new standards and amendments to standards and interpretations are effective for
annual periods beginning after 1 January 2015, and have not been applied in preparing these
consolidated financial statements.
The following standards, amendments and interpretations will be adopted by the Group at the
moment they become effective:
• IFRS 9, ‘Financial Instruments’. IFRS 9 retains but simplifies the mixed-measurement model and
establishes two primary measurement categories for financial assets: amortized cost and fair
value. The basis of classification depends on the entity’s business model and the contractual cash
flow characteristics of the financial asset. The guidance in IAS 39 on impairment of financial
assets and hedge accounting continues to apply. The standard is effective for accounting periods
beginning on or after 1 January 2018. GrandVision will assess the impact over the following years.
• IFRS 15, ‘Revenue from Contracts with Customers’ deals with revenue recognition and establishes
principles for reporting information about the nature, amount, timing and uncertainty of revenue
and cash flows arising from an entity’s contracts with customers. The standard is effective for
accounting periods beginning on or after 1 January 2018. GrandVision will assess the impact over
the following years.
• IFRS 16, 'Leases', in January 2016 the new leasing standard has been published. This standard
will have a significant impact on the financial ratios and presentation of the financial statements.
The standard is effective for accounting periods beginning on or after 1 January 2019. The Group
has been closely following the development of this standard and will start analyzing the impact as
from 2016.
2.3 Group Accounting
2.3.1 Subsidiaries
Subsidiaries are those entities over which the Group has control. The Group controls an entity when
the Group is exposed to, or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group and are no longer
consolidated from the date that control ceases. All intercompany transactions, balances and
unrealized gains or losses on transactions between Group companies are eliminated.
88
Apollo-Optik Holding GmbH & Co. KG is included in the consolidated financial statements of
GrandVision N.V. and takes advantage of the exemption provision of Section 264 b HGB for financial
year 2015. The statutory duty to prepare consolidated financial statements and a group
management report does not apply to the subgroup of Apollo-Optik Holding GmbH & Co. KG
pursuant to Section 291 HGB in conjunction with Section 1 et seqq. KonBefrV because Apollo-Optik
Holding GmbH & Co. KG and its subsidiaries are included in the consolidated financial statements of
GrandVision N.V.
2.3.2 Business Combinations
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the
Group. The cost of an acquisition is measured as the fair value of the assets given, equity
instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets
acquired, and liabilities and contingent liabilities assumed, in a business combination are measured
initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling
interest. Any adjustments of the purchase price allocation do not exceed the measurement period of
one year in accordance with IFRS 3. On an acquisition-by-acquisition basis, the Group recognizes any
non-controlling interest in the acquired subsidiary either at fair value or at the non-controlling
interest’s proportionate share of the acquired subsidiary’s net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the
acquired subsidiary and the acquisition-date fair value of any previous equity interest in the acquired
subsidiary over the fair value of the Group’s share of the identifiable net assets acquired are
recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired, the
difference is recognized directly in the Income Statement.
GrandVision applies the anticipated acquisition method where it has the right and the obligation to
purchase any remaining non-controlling interest (so-called put/call arrangements). Under the
anticipated acquisition method the interests of the non-controlling shareholder are derecognized
when the Group’s liability relating to the purchase of its shares is recognized. The recognition of the
financial liability implies that the interests subject to the purchase are deemed to have been
acquired already. Therefore the corresponding interests are presented as already owned by the
Group even though legally they are still non-controlling interests. The initial measurement of the fair
value of the financial liability recognized by the Group forms part of the contingent consideration for
the acquisition.
Any contingent consideration to be transferred by the Group is recognized at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration that is
deemed to be an asset or liability will be recognized in accordance with IAS 39 in profit or loss.
Contingent consideration that is classified as equity is not remeasured, and its subsequent
settlement is accounted for in equity.
Acquisition-related expenses are taken into the Income Statement at the moment they are incurred.
2.3.3 Common Control Acquisitions
Acquisitions made by the Group, acquired from the parent company (HAL Holding), are treated as
common control transactions and predecessor accounting is applied. Under predecessor accounting
no purchase price allocation is performed. The acquired net assets are included in the GrandVision
consolidation at carrying value as included in the consolidation of HAL Holding. The difference
between the consideration transferred and the net assets is recognized in equity.
2.3.4 Transactions and Non-Controlling Interests
The transactions with non-controlling interests are accounted as transactions with equity holders of
the Group. For purchases of non-controlling interests, the difference between any consideration paid
and the relevant share acquired of the carrying value of the net assets of the subsidiary is deducted
from equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
89
2.3.5 Associates
Associates are all entities over which the Group has significant influence but not control, generally
accompanying a shareholding between 20% and 50% of the voting rights. Investment in associates is
accounted for using the equity method and initially recognized at cost. The Group’s investment in
associates includes goodwill identified on acquisition, net of any accumulated impairment loss.
The Group’s share of its associates’ post-acquisition results is recognized in the Income Statement,
and its share of post-acquisition movements in Other comprehensive income is recognized in Other
comprehensive income. The cumulative post-acquisition movements are adjusted against the
carrying amount of the investment. When the Group’s share of losses in an associate equals or
exceeds its interest in the associate, including any other unsecured receivables, the Group does not
recognize further losses, unless it has incurred obligations or made payments on behalf of the
associate.
Unrealized results on transactions between the Group and its associates are eliminated to the extent
of the Group’s interest in the associates.
If the ownership interest in an associate is reduced but significant influence is retained, only a
proportionate share of the amounts previously recognized in Other comprehensive income is
reclassified to profit or loss where appropriate.
The Group determines at each reporting date whether there is an objective evidence that an
investment in the associate is impaired. If this is the case, the Group calculates the amount of
impairment as the difference between the recoverable amount of the associate and its carrying
value and recognizes the amount in ‘share of result of associates’ in the Income Statement.
2.3.6 Joint Ventures
Investments in joint arrangements are classified as either joint operations or joint ventures
depending on the contractual rights and obligations of each investor. The Group’s interest in the joint
arrangement in India is accounted for under the equity method. For more details regarding the
accounting treatment refer to note 2.3.5.
2.4 Foreign Currency
2.4.1 General
Items in the financial statements of the various Group companies are measured in the currency of
the primary economic environment in which each entity operates (the functional currency). The
consolidated financial statements are presented in euros (€), this being GrandVision’s presentation
currency.
2.4.2 Transactions, Balances and Translation
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions or valuation where items are remeasured. Foreign
exchange gains and losses resulting from the settlement of such transactions, and from the
translation at year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies, are recognized in the Income Statement, except when deferred in Other comprehensive
income as qualifying cash flow hedges.
Foreign currency results that relate to borrowings and cash and cash equivalents are presented in
the Income Statement within the financial result. All other foreign exchange gains and losses are
presented in the Income Statement under the operating result to which the foreign currency result
relates.
90
2.4.3 Foreign Subsidiaries
The assets and liabilities of foreign subsidiaries, including goodwill and fair value adjustments
arising on consolidation, are translated into the presentation currency at the exchange rate
applicable at the balance sheet date. The income and expenses of foreign subsidiaries are translated
into the presentation currency at rates approximate to the exchange rates applicable at the date of
the transaction. Resulting exchange differences are recognized in Other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as
assets and liabilities of the foreign operation and are translated at the closing rate.
2.5 Segmentation
An operating segment is defined as a component of the Company that engages in business activities
from which it may earn revenues and incur expenses. Operating segments are reported in a manner
consistent with the internal reporting provided to the chief operating decision-maker. These
operating segments were defined based on geographic markets. All operating segments operate in
optical retail and do not have additional significant lines of business or alternative sources of
revenue from external customers other than optical retail. The operating segments are in line with
the reporting segments. There has been no aggregation of operating segments into reporting
segments. The operating segments’ operating result is reviewed regularly by the CEO and CFO (the
Management Board) – together, the chief operating decision-maker – which makes decisions as to
the resources to be allocated to the segments and assesses their performance, based on discrete
financial information available.
After the acquisition of For Eyes in United States, the Latin America & Asia segment was renamed to
Americas & Asia.
The Company’s reportable segments are defined as follows:
• G4
• Other Europe
• Americas & Asia
2.6 Revenue Recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of products
or services in the ordinary course of the Group’s activities. Revenue is shown net of value-added tax,
returns, rebates and discounts and after eliminating revenue within the Group.
The Group recognizes revenue when the amount of revenue can be reliably measured and it is
probable that future economic benefits will flow to the entity. The amount of revenue is not
considered to be reliably measurable until all contingencies relating to the revenue have been
resolved. The Group bases its estimates on historical results, taking into consideration the type of
customer, the type of transaction and the specifics of each agreement.
The Group operates multiple chains of retail outlets for selling optical products including insurance
related to these products. Revenue is recognized only when the earning process is complete. This
means that any prepayments made by customers are not considered as revenues yet and should be
accounted for as deferred income. The earning process is considered complete upon delivery to the
customer. The moment of ordering by the customer is not a determining factor. Optical retail
revenue is usually in cash or by debit or credit card or claimed by the Group to healthcare
institutions. Insurance-related income is recognized based upon historical data regarding claim
ratios and upon the duration of the insurance contracts.
91
Merchandise revenue mainly comprises sales to franchisees. The earning process is considered
complete upon delivery to the franchisee and when the entity has transferred significant risks and
rewards of ownership of the products to the buyer and does not retain continuing managerial
involvement or control over the products sold.
Franchise royalty is recognized on an accrual basis in accordance with the substance of the relevant
agreements.
Other revenues comprise supplier allowances and any other revenue. Supplier allowances are only
recognized as revenue if there is no direct relationship with a purchase transaction; otherwise the
supplier allowance is deducted from cost.
It is the Group’s policy to sell its products to the retail customer with a right to return. Experience is
used to estimate and provide for such returns at the time of sale as described in note 2.22.3.
2.7 Customer Loyalty
The Group operates customer loyalty programs in several countries. In these programs customers
accumulate points for purchases made or receive vouchers for rebates on future purchases. The
reward points and vouchers are recognized as a separately identifiable component of the initial sale
transaction by allocating the fair value of the consideration received between the award points or
vouchers and the other components of the sale such that the reward points are initially recognized
as deferred income at their fair value. Revenue from the reward points and vouchers is recognized
when the points and vouchers are redeemed. Reward points and vouchers expire after a number of
months after initial sales depending on each loyalty program.
2.8 Operating Lease
Leases where a significant portion of the risks and rewards of ownership are retained by the lessor
are classified as operating leases. Payments made under operating leases are charged to the Income
Statement on a straight-line basis over the period of the lease.
2.9 Finance Income
Finance income comprises interest received on outstanding monies and upward adjustments to the
fair value, interest result of foreign currency derivatives and net foreign exchange results.
2.10 Finance Costs
Finance costs comprise interest due on funds drawn, calculated using the effective interest method,
downward adjustments to the fair value and realized value of derivative financial instruments, other
interest paid, commitment fees, the amortization of transaction fees related to borrowings and net
foreign exchange results.
92
2.11 Property, Plant and Equipment
Property, plant and equipment is stated at historical cost less depreciation. Depreciation is
calculated using the straight-line method to write off the cost of each asset to its residual value over
its estimated useful life.
The useful lives used are:
Buildings
12 - 30 years
Leasehold and building improvements
5 - 10 years
Machinery
3 - 10 years
Furniture and fixtures
5 - 10 years
Other equipment
5 - 7 years
Computer and telecom equipment
3 - 5 years
Vehicles
5 years
The useful lives and the residual values of the assets are subject to an annual review.
Where the carrying amount of an asset is higher than its estimated recoverable amount, it is written
down immediately to its recoverable amount. Gains and losses on disposals are determined by
comparing proceeds with the carrying amount and are included in the operating result under the
relevant heading. Subsequent costs are included in the asset’s carrying amount or recognized as a
separate asset, as appropriate, only when it is probable that future economic benefits associated
with the item will flow to the Group and the cost of the item can be measured reliably. All other
repairs and maintenance are charged to the Income Statement during the financial period in which
they are incurred.
Property, plant and equipment acquired via a financial lease is carried at the lower of fair value and
the present value of the minimum required lease payments at the start of the lease, less cumulative
depreciation and impairment (note 2.14). Lease payments are recognized in accordance with note
2.19. The property, plant and equipment acquired under finance leases is depreciated over the
shorter of the useful life of the asset and the lease term.
2.12 Goodwill
Goodwill arises from the acquisition of subsidiaries and represents the excess of the consideration
transferred over the fair value of the Company’s share of the net identifiable assets, liabilities and
contingent liabilities of the acquired subsidiary at the date of obtaining control. For the purpose of
impairment testing, goodwill is allocated to those groups of cash-generating units expected to
benefit from the acquisition. Each of those groups of cash-generating units represents the Group’s
investment in a country or group of countries, which is the lowest level at which the goodwill is
monitored for internal management purposes. Goodwill is not amortized but is subject to annual
impairment testing (note 2.14). Any impairment is recognized immediately as an expense and is not
subsequently reversed.
Any negative goodwill resulting from acquisitions is recognized directly in the Income Statement.
If a cash-generating unit is divested, the carrying amount of its goodwill is recognized in the Income
Statement. If the divestment concerns part of cash-generating units, the amount of goodwill written
off and recognized in income is determined on the basis of the relative value of the part divested
compared to the value of the group of cash-generating units. Goodwill directly attributable to the
divested unit is written off and recognized in the Income Statement.
93
2.13 Other Intangible Assets
2.13.1 Software
Acquired software is capitalized on the basis of the costs incurred to acquire and to bring to use the
specific software. Software is amortized when the product is put in operation and charged to the
Income Statement using the straight-line method, based on an estimated useful life of maximum 5
years.
Costs incurred on development projects (i.e. internally developed software) are recognized as an
intangible asset when the following criteria are met:
•
•
•
•
•
It is technically feasible to complete the product so that it will be available for use;
Management intends to complete the product and use it;
The product can be used;
It can be demonstrated how the product will generate probable future economic benefits;
Adequate technical, financial and other resources to complete development and use the product
are available;
• The expenditure attributable to the software product during its development can be reliably
measured.
The expenditure that is capitalized includes purchases and the directly attributable employee costs.
Development costs previously recognized as an expense are not recognized as an asset in a
subsequent period.
2.13.2 Key Money & Rights of Use
Key money represents expenditure associated with acquiring existing operating lease agreements
for company-operated stores (‘key money’) in countries where there is an active market for key
money (e.g. regularly published transaction prices), also referred to as ‘rights of use’. Key money is
not amortized but annually tested for impairment. Key money paid to previous tenants in countries
where there is not an active market for key money, and key money paid to landlords (i.e. in the case
of operating leases), is recognized as prepaid rent within other non-current assets and the current
part in trade and other receivables and amortized over the contractual lease period.
2.13.3 Trademarks
Trademarks are initially recognized at fair value using the relief-from-royalty approach. The fair
value is subsequently regarded as cost. Trademarks have a finite useful life and are carried at cost
less accumulated amortization. Amortization is calculated using the straight-line method over the
estimated useful life but not longer than 15 years (with exceptions of certain older trademarks).
2.13.4 Customer Database
Customer databases are only recognized as an intangible asset if the Company has a practice of
establishing relationships with its customers and when the Company is able to sell or transfer the
customer database to a third party. The customer databases are initially recognized at fair value
using the discounted cash flow method or multi-period excess earnings method for the large
acquisitions. The fair value is subsequently regarded as cost. Customer databases have a finite
useful life and are carried at cost less accumulated amortization. Amortization is calculated using the
straight-line method over the estimated useful life but no longer than 15 years.
2.13.5 Reacquired Rights
As part of a business combination, an acquirer may acquire a right that it had previously granted to
the acquiree to use one or more of the acquirer’s recognized or unrecognized assets. Examples of
such rights include a right to use the acquirer’s trade name under a franchise agreement. A
reacquired right is an identifiable intangible asset that the acquirer recognizes separately from
goodwill. Also, a right or an obligation disappearing because of a business combination is a
reacquired right and is recognized separately from goodwill in a business combination. Reacquired
rights are initially valued at the present value of the expected future cash flows, which is
94
subsequently used as cost and amortized on a straight-line basis over its useful life, being the
remaining contractual period without considering contractual extension possibilities, but not
exceeding 10 years.
2.13.6 Franchise Contracts
Franchise contracts acquired in a business combination are initially valued at fair value, being the
present value of the estimated future cash flows, which is subsequently used as cost and amortized
on a straight line basis over its useful life, being the remaining duration of the franchise contract
without considering contractual extension possibilities, but not exceeding 10 years.
2.14 Impairment of Non-Financial Assets
Assets that have an indefinite useful life are not subject to amortization and are tested annually for
impairment. Assets that are subject to amortization are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable. An impairment
loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable
amount. The recoverable amount is determined using the discounted cash flow method applying a
discount factor derived from the average cost of capital. For goodwill, if the discounted cash flow
method results in a lower value than the carrying value, the recoverable amount is determined by
the fair value less costs of disposal, which is determined by a multiple on the average sales of the last
three years. The multiple is based on peers of GrandVision and/or recent market transactions, taking
into account risk factors of the CGU for which the fair value less costs of disposal is calculated.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash-generating units). Non-financial assets other than
goodwill that suffered impairment are reviewed for possible reversal of the impairment at each
reporting date.
Impairments are recognized in the Income Statement. Impairment recognized in respect of cashgenerating units is first allocated to goodwill and then to other assets of the cash-generating unit on
a pro-rata basis based on the carrying amount of each asset in the cash-generating unit.
2.15 Financial Instruments
Financial assets
The Group classifies its financial assets in the following categories: at fair value through profit or loss;
loans and receivables. The classification depends on the purpose for which the financial assets were
acquired. Management determines the classification of its financial assets at initial recognition and
assesses the designation at every reporting date.
Trade and other receivables are recognized initially at fair value. A provision for impairment of trade
and other receivables is established when there is objective evidence that the Group will not be able
to collect all amounts due according to the original terms of the receivables. The amount of the
provision is the difference between the asset’s carrying amount and the present value of estimated
future cash flows, discounted at the original effective interest rate. The provision is recognized in the
Income Statement within selling and marketing costs. When a receivable is uncollectible, it is written
off against the allowance account for trade receivables. Subsequent recoveries of amounts
previously written off are credited against selling and marketing costs in the Income Statement.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. Initial recognition of loans is at fair value; subsequently the loans
are stated at amortized costs using the effective interest method.
95
The Group has granted loans to certain members of the management of the Group and to
management of the subsidiaries. The loans are secured by pledges on the shares held by
management. The applied interest rates are based on effective interest rates. The net receivable is
initially recognized at fair value; subsequently the receivable is stated using the effective interest
method, which equals the nominal interest. The amount of the provision is the difference between
the asset’s carrying amount and the present value of estimated future cash flows, discounted at the
effective interest rate.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trading. A financial
asset is classified in this category if acquired principally for the purpose of selling in the short term.
Derivatives are also categorized as held for trading unless they are designated as hedges. The
Company owns certain limited shareholdings in commercial centers or buildings where the
Company is operating stores. Shareholdings in commercial centers where stores are operated are
also classified in this category. These shareholdings are accounted for against fair value, based on
recent transactions. A change in the fair value is recognized in the Income Statement.
Impairment of financial assets
The Group assesses at the end of each reporting period whether there is objective evidence that a
financial asset or group of financial assets is impaired. A financial asset or a group of financial assets
is impaired and impairment losses are incurred only if there is objective evidence of impairment as a
result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and
that the loss event has an impact on the estimated future cash flows of the financial asset or group of
financial assets that can be reliably estimated.
For the ‘loans and receivables’ category, the amount of the loss is measured as the difference
between the asset’s carrying amount and the present value of estimated future cash flows (excluding
credit losses that have not been incurred) discounted at the financial asset’s original effective
interest rate. If, in a subsequent period, the amount of the impairment loss decreases and the
decrease can be related objectively to an event occurring after the impairment was recognized, the
reversal of the previously recognized impairment loss is recognized in the consolidated Income
Statement.
Financial liabilities
A derivative is a financial instrument or other contract with all three of the following characteristics:
1. its value changes in response to a change in other variables such as a specified interest rate or a
foreign exchange rate; and
2. it requires no initial net investment or an initial net investment that is significantly smaller than
the value of the underlying notional amount; and
3. it is settled at a future date. Derivatives are initially recognized at fair value (based on external
valuation performed by financial institutions or other valuation techniques) on the date a
derivative contract is entered into, and are subsequently remeasured at their fair value based on
external valuations performed by financial institutions or other valuation techniques such as
mathematical models (Black-Scholes).
The method of recognizing the resulting gain or loss depends on whether the derivative is
designated as a hedging instrument, and, if so, the nature of the item being hedged.
The Group uses derivative financial instruments principally in the management of its interest and
foreign currency cash flow risks. Applying IAS 39, the Group measures all derivative financial
instruments based on fair values derived from external quotes of the instruments.
Derivative financial instruments are initially recognized in the balance sheet at fair value on the date
a derivative contract is entered into (trade date) and are subsequently remeasured at their fair value.
96
Hedge accounting
The Company designates certain derivatives as either:
1. hedges of highly probable forecast transactions (cash flow hedges);
2. hedges of the fair value of recognized assets and liabilities or a firm commitment (fair value
hedges).
The Company documents, at the inception of the transaction, the relationship between hedging
instruments and hedged items, as well as its risk management objective and strategy for undertaking
various hedge transactions. The Company also documents its assessment, both at hedge inception
and on an ongoing basis, of whether the derivatives that are being used in hedging transactions are
highly effective in offsetting changes in cash flows of hedged items.
Cash flow hedge
The highly effective portion of changes in the fair value of derivatives that are designated and qualify
as cash flow hedges is recognized in Other comprehensive income. The gain or loss relating to the
ineffective portion is recognized immediately in the consolidated Income Statement. Amounts
accumulated in equity are recycled in the Income Statement in the periods when the hedged item
affects profit or loss. However, when the projected transaction that is hedged results in the
recognition of a non-financial asset (for example inventory) or a liability, the gains and losses
previously deferred in shareholders’ equity are transferred from equity and included in the initial
measurement of the cost of the asset or liability. This includes amounts that were removed from
Other comprehensive income during the year and included in the carrying amount of the hedged
items as a basis adjustment. When a hedging instrument expires or is sold, or when a hedge no
longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that
time remains in equity and is recognized when the projected transaction is ultimately recognized in
the consolidated statement of income. When a projected transaction is no longer expected to occur,
the cumulative gain or loss that was reported in shareholders’ equity is immediately transferred to
the consolidated Income Statement in finance costs or finance income. For the movements in the
cash flow hedge refer to the consolidated statement of changes in shareholders’ equity.
Fair value hedge
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are
recorded in the Income Statement as financial costs, together with any changes in the fair value of
the hedged asset or liability that are attributable to the hedged risk. The fair value of financial
instruments that are not traded in an active market (for example, over-the-counter derivatives) is
determined by using valuation techniques. The Company uses its judgment to select a variety of
methods and makes assumptions that are mainly based on market conditions existing at each
statement of financial position date. Certain derivative instruments do not qualify for hedge
accounting. Changes in the fair value of any derivative instruments that do not qualify for hedge
accounting are recognized immediately in the Income Statement as financial costs.
On the date a derivative contract is entered into, the Group designates interest rate swaps or foreign
currency swaps and options (hedge instruments) as a hedge of the exposure to the fluctuations in
the variable interest rates on borrowings or foreign currency rates on transactions (hedged items).
When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a
highly effective hedge, the Group discontinues hedge accounting prospectively. Any ineffectiveness
is recognized in the Income Statement.
Interest payments and receipts arising from interest rate derivatives such as interest rate swaps are
matched to those arising from the underlying debt. Payments made or received in respect of the
early termination of interest rate derivatives are spread over the term of the originally hedged
borrowing as long as the underlying exposure continues to exist and are matched with the interest
payments on the underlying borrowing.
97
The fair values of derivative instruments used for hedging purposes are disclosed in note 32.
Movements on the hedging reserve are shown in Other comprehensive income. The full fair value of
a hedging derivative is classified as a non-current asset or liability when the remaining maturity of
the hedged item is more than 12 months. It is classified as current asset or liability when the
remaining maturity of the hedged item is less than 12 months.
Borrowings
Borrowings are initially recognized at fair value, net of transaction costs incurred, and subsequently
recognized at amortized cost. Any difference between the proceeds (net of transaction costs) and the
redemption value is recognized in the Income Statement during the term of the borrowing using the
effective interest method. Borrowings are classified as current liabilities unless the Group has an
unconditional right to postpone settlement of the liability for at least 12 months after the balance
sheet date.
2.16 Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined by the
weighted average cost method. Net realizable value is the estimated selling price in the ordinary
course of business, less estimated costs of completion and the estimated costs necessary to make
the sale. Costs of inventories include the transfer from equity of any gains and losses on qualifying
cash flow hedges on purchases of inventories.
2.17 Cash and Cash Equivalents
Cash and cash equivalents comprise bank balances, which are available on demand and are carried
in the balance sheet at face value. For the purposes of the cash flow statement, cash and cash
equivalents comprise cash on hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less, and bank overdrafts. In the balance
sheet, bank overdrafts are included in borrowings in current liabilities.
The cash pooling agreement is reported as a net amount as there is a legally enforceable right to
offset and an intention to settle on a net basis the debit and credit cash positions in different
countries and currencies.
2.18 Share Capital
Ordinary shares are classified as equity attributable to equity holders. Costs directly connected to the
issuance of new shares are deducted from the proceeds and recognized in equity.
Where the Company or its subsidiaries purchase the Company’s equity share capital, the
consideration paid, including any attributable transaction costs net of income taxes, is deducted
from total shareholders’ equity as treasury shares until they are cancelled or re-issued. Where such
shares are subsequently sold or reissued, any consideration received, net of transaction costs, is
included in shareholders’ equity.
Dividends are recognized in equity in the reporting period in which they are declared.
2.19 Financial Leases
Lease contracts whereby the risks and rewards associated with the ownership lie wholly or primarily
with the lessee are classified as financial leases. The minimum lease payments are recognized partly
as financial costs and partly as settlement of the outstanding liability. The financial costs are charged
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to each period in the total lease period so as to produce a constant, regular interest rate on the
outstanding balance of the liability. The interest element is charged to the Income Statement over
the lease period and recognized as a 'finance costs'.
The corresponding rental obligations, net of financial costs, are classified as current liabilities unless
the Group has an unconditional right to postpone settlement of the liability for at least 12 months
after the balance sheet date.
2.20 Current and Deferred Income Taxes
The tax expense for the period comprises current and deferred tax. Tax is recognized in the Income
Statement, except to the extent that it relates to items recognized in Other comprehensive income or
directly in equity. In this case, the tax is also recognized in Other comprehensive income or directly in
equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively
enacted at the balance sheet date in the countries where the Company and its subsidiaries operate
and generate taxable income. Management periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is subject to interpretation. It establishes
provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is recognized, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the consolidated
financial statements. However, deferred tax liabilities are not recognized if they arise from the initial
recognition of goodwill. Deferred income tax is determined using tax rates (and laws) that have been
enacted or substantially enacted by the balance sheet date and are expected to apply when the
related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred income tax assets are recognized for loss carryforward to the extent that realization of the
related tax benefit through the future taxable profits is probable. The assessment of whether a
deferred tax asset should be recognized on the basis of the availability of future taxable profits
should take into account all factors concerning the entity's expected future profitability, both
favorable and unfavorable.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and
associates, except for deferred income tax liability where the timing of the reversal of the temporary
difference is controlled by the Group and it is probable that the temporary difference will not reverse
in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when the deferred income tax assets and
liabilities relate to income taxes levied by the same taxation authority on either the same taxable
entity or different taxable entities where there is an intention to settle the balances on a net basis.
2.21 Employee Benefits
2.21.1 Pension Obligations
The Group operates various post-employment schemes, including both defined benefit and defined
contribution plans as well as post-employment medical plans.
A defined contribution plan is a post-employment benefit plan under which the Group pays fixed
contributions into a separate entity. The Group has no legal or constructive obligations to pay further
contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to
employee service in the current and prior periods. A defined benefit plan is a post-employment
99
benefit plan that is not a defined contribution plan. Typically defined benefit plans define an amount
of pension benefit that an employee will receive on retirement, usually dependent on one or more
factors such as age, years of service and compensation.
The liability in respect of defined benefit pension plans is the present value of the defined benefit of
obligations at the balance sheet date minus the fair value of plan assets, together with adjustments
for actuarial gains/losses and past service costs. The defined benefit obligation is calculated annually
by independent actuaries using the projected unit credit method. The present value of the defined
benefit obligation is determined by the estimated future cash outflows using the interest rates of
high-quality corporate bonds that are denominated in the currency in which the benefits will be paid
and which have terms of maturity approximating the terms of the related pension obligation.
Remeasurement of gains or losses related to both defined benefit obligations and fair value of plan
assets arising from experience adjustments and changes in actuarial assumptions are charged or
credited to equity in Other comprehensive income in the period in which they arise. Past service
costs are recognized immediately in the Income Statement.
During 2015 the pension plan in the Netherlands has been amended which resulted in a change of
classification from defined benefit to defined contribution. Refer to Note 28 for more details. At
reporting date, the Group operates defined benefit plans in France, Germany, Austria, Italy, Greece
and Mexico.
In a number of countries the Groups runs defined contribution plans. The contributions are
recognized as employee benefit expense when they are due. The Group has no further payment
obligations once the contributions have been paid. The Group has only a multi-employer plan in the
Netherlands. This plan is classified as defined contribution as information received from the plans is
not sufficiently detailed. The proportationate share of premiums as part of total premiums paid to
the plans is insignificant.
2.21.2 Other Post-Employment Obligations
Some countries provide post-employment healthcare benefits to their retirees. The entitlement to
these benefits is conditional on the employee remaining in service up to retirement age and includes
the estimation that (former) employees will make use of this arrangement. The expected costs of
these benefits are accrued over the period of employment using the same accounting methodology
as used for the defined benefit pension plans.
2.21.3 Long-Term Incentive Plans
Certain members of the senior management are rewarded with long-term incentive plans (LTIPs).
The Group operates two types of long-term incentive plans.
Real share plan
The real share plan provides for the purchase of shares in the Company by eligible participants,
which is subject to a vesting term and holding conditions. Vesting of awards made under the real
share plan is subject to a service condition that can vary between 3-5 years following the date of
grant. Expense is recognized over the vesting period. The plan has been classified as an equitysettled share-based payment arrangement under IFRS 2 (note 30). The real share plan is no longer
granted since the listing of the Company’s shares in February 2015.
Phantom plan
Until the listing of the Company’s shares in February 2015, the phantom plan provided eligible
participants with the right to receive cash based on the appreciation in the Company’s share price
between the date of grant and the vesting date. Under the phantom plan, such eligible participants
were granted a combination of phantom shares and phantom options. Phantom shares and
phantom options were to be settled in cash and contained a service condition of 3-5 years and could
contain in addition performance conditions based on the results of certain predetermined Company
- related financial performance targets of respective business units in the organization which are
treated as non-market vesting conditions. Upon the moment of listing, the majority of these plans
100 GrandVision Annual Report 2015
were converted to equity-settled. Under IFRS 2, for cash-settled share-based payment transactions,
the fair value of the liability for the awards made is measured at each reporting date and at the
settlement date. The fair value is recognized over the vesting period. The amount of expense
recognized takes into account the best available estimate of the number of equity instruments
expected to vest under the service and performance conditions underlying each phantom share and
phantom option granted. The phantom options have a maximum term of 5-6 years. For equitysettled share-based payment transactions, the fair value at grant date is expensed over the vesting
period with a corresponding increase in equity, taking into account the best available estimate of the
number of shares expected to vest under the service and performance conditions.
Earn out obligations
The Group also has earn out obligations on the interests held by management of the subsidiaries in
the subsidiaries. These non-controlling interests are recognized as financial liabilities in the balance
sheet. Changes in the value of these non-controlling interests held by managements of the
subsidiaries are recognized in the Income Statement.
2.22 Provisions
2.22.1 General
Provisions are recognized when the Group has a present legal or constructive obligation as a result
of past events, it is probable that an outflow of resources will be required to settle the obligation, and
a reliable estimate of the amount can be made. Provisions are measured at the present value of the
expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the obligation. The increase
in the provision due to the passage of time is recognized as interest expense.
Provisions are classified as current liabilities unless the Group has an unconditional right to
postpone settlement of the liability for at least 12 months after the balance sheet date.
2.22.2 Legal and Regulatory Provisions
Legal and regulatory provisions are set up for possible claims related with governmental institutions
or other disputes valued at the present value of the expected cash outflow.
2.22.3 Warranty Provision
Provisions for rectifying and replacement defects are classified as warranty provisions. The provision
is based on past experience and future expectations of warranty claims. Warranty costs are
recognized in the Income Statement under cost of sales and direct related expenses.
2.22.4 Employee-Related Provisions
Termination benefits are payable when employment is terminated by the Group before the normal
retirement date, or whenever an employee accepts voluntary redundancy in exchange for these
benefits. The Group recognizes termination benefits when it is demonstrably committed to a
termination when the entity has a detailed formal plan to terminate the employment of current
employees without possibility of withdrawal. In the case of an offer made to encourage voluntary
redundancy, the termination benefits are measured based on the number of employees expected to
accept the offer. Benefits falling due more than 12 months after the end of the reporting period are
discounted to their present value.
2.22.5 Other Provisions
Other provisions are mainly related to restructruring provisions and guarantee provisions which are
valued at the present value of the expected cash outflow.
Restructuring provisions comprise lease termination penalties, future lease payments for closed
stores and offices. Restructuring expenses due more than 12 months after the end of the reporting
period are discounted to their present value.
GrandVision Annual Report 2015 101
Bank borrowings to franchisees of the Group are often secured by a guarantee given by the Group to
the bank. The guarantees given are secured by the activities, store rental contracts, the inventories
and store furniture of the franchisers. When a cash outflow is likely, a provision is formed, being the
present value of the expected cash outflow. If a cash outflow is not likely, the guarantee is included
in the contingent liabilities.
2.23 Trade Payables
Trade payables are obligations to pay for goods or services that have been acquired from suppliers
in the ordinary course of business. Trade payables are classified as current liabilities if payment is
due within one year or less. If not, they are presented as non-current liabilities.
Trade payables are recognized initially at fair value and subsequently measured at amortized cost
using the effective interest method.
2.24 Principles for the Statement of Cash Flows
The statement of cash flows is compiled using the indirect method. The statement of cash flows
distinguishes between cash flows from operating, investing and financing activities. Cash and cash
equivalents comprise cash and bank balances and bank overdrafts. Cash flows in foreign currencies
are translated at the rate of the transaction date. Interest paid and received is included under cash
flow from financing activities and investing activities respectively. Cash flows arising from the
acquisition or disposal of financial interests (subsidiaries and participating interests) are recognized
as cash flows from investing activities, taking into account any cash and cash equivalents in these
interests. Dividends paid out are recognized as cash flows from financing activities; dividends
received are recognized as cash flows from investing activities.
3 Financial Risk Management
3.1 Financial Risk Factors
The Group’s activities expose it to a variety of financial risks: market risks (including currency risk,
fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The
Group’s overall risk management program focuses on the unpredictability of financial markets and
seeks to minimize potential adverse effects on the financial performance of the Group. The Group
uses derivative financial instruments to hedge certain risk exposures.
The Group’s management provides principles for overall risk management, as well as policies
covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, and the use of
derivative and non-derivative financial instruments.
3.1.1 Market Risk
(i) Foreign exchange risk
Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities
are denominated in a currency that is not the entity’s functional currency. The Group treasury’s risk
management policy is to hedge the expected cash flows in most currencies, mainly by making use of
derivative financial instruments as described in note 2.15. The Group has cash flow and fair value
hedges.
The majority of the Group operations takes place in the ‘eurozone’, which comprises 61.65% (2014:
62.52%) of total revenue. Translation exposure to foreign exchange risk relates to those activities
outside the eurozone; these activities were mainly limited to operations in the United Kingdom,
United States, Latin America, Eastern Europe, Scandinavia, Russia, Turkey, China and India, whose
net assets are exposed to foreign currency translation risk. The currency translation risk is not
hedged.
If the currencies of these operations had been 5% weaker against the euro with all other variables
held constant, the Group’s post-tax profit for the year would have been 0.8% lower (2014: 1.0%
lower) of which 0.6% impact of GBP (2014: 0.6% lower) and equity would have been 4.1% lower
(2014: 4.4% lower), of which 1.4% impact of GBP (2014: 1.5% lower)
Further foreign exchange risks with respect to commercial transactions are mainly limited to
purchases of goods in Asia, which are mainly US dollar-denominated. This risk is considered low as
these purchases, in value, represent a relatively small part of the total purchases made by the
Company. Based on the treasury policy the risk is partly hedged and cash flow hedge accounting is
applied when the transaction is highly probable. Fair value hedge accounting is applied when the
invoice is received.
(ii) Interest rate risk
The Group’s income and operating cash flows are substantially independent of changes in market
interest rates. The Group generally borrows at variable rates and uses interest rate swaps as cash
flow hedges of future interest payments, which have the economic effect of converting interest rates
from floating rates to fixed rates. Under the interest rate swaps, the Group agrees with other parties
to exchange, at specified intervals, the difference between fixed contract rates and floating interest
rate amounts calculated by reference to the agreed notional principal amounts and benchmarks.
The table below shows sensitivity analysis considering changes in the EURIBOR:
2015
2014
Impact on result
Impact on Other
Impact on result
Impact on Other
before tax
comprehensive
before tax
comprehensive
income
EURIBOR rate - increase 50
basis points
EURIBOR rate - decrease 50
basis points
income
- 2,231
3,724
- 633
1,491
52
- 2,771
633
- 1,610
Note 32 describes which financial derivatives the Group uses to hedge the cash flow interest rate
risk.
(iii) Price risk
Management believes that the price risk is limited, because there are no listed securities held by the
Group and the Group is not directly exposed to commodity price risk.
3.1.2 Credit Risk
Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents, derivative
financial instruments and deposits with banks and financial institutions, as well as credit exposures
to wholesale, retail customers and health insurance institutions, including outstanding receivables
and committed transactions. The Group has no significant concentrations of credit risk as a result of
the nature of its retail operations. In addition, in some countries all or part of the credit risk is
transferred to credit card companies. Furthermore the Group has receivables from its franchisees.
Management believes that the credit risk in this respect is limited, because the franchisee
receivables are in certain instances secured by pledges on the inventories of the franchisees. The
utilization of credit limits is regularly monitored. Sales to retail customers are settled in cash or using
major debit and credit cards.
3.1.3 Liquidity Risk
Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding
through an adequate amount of committed and uncommitted overdraft credit facilities (immediately
available funds) and committed medium-term facilities (available at 4 days' notice). Due to the
dynamic nature of the underlying business, the Group aims at maintaining flexibility in funding by
maintaining headroom of at least €200 million as a combination of cash at hand plus available
committed credit facilities minus any overdraft balances and/ or debt maturities with a tenor of less
than one year. Group management monitors its liquidity periodically on the basis of expected cash
flows, and local management of the operating companies in general monitors the liquidity even
more frequently.
The Group has a syndicated bank facility of €1,200 million. Under the terms of the facility, a one-year
extension option can still be exercised by the borrower at the second anniversary of the facility. Early
August 2015, the facility was extended by one year, therefore the new maturity date is 18 September
2020. The facility also includes a €100 million uncommitted accordion feature, which can be
exercised during the life of the facility after all lenders have consented. The interest rate on the
drawings consists of the margin and the applicable rate (i.e. for a loan in euros, the EURIBOR),
however the applicable rate can never be below zero percent.
The facility requires GrandVision to comply with the following financial covenants: maintenance of a
maximum total leverage ratio (net debt/EBITDA) of less than or equal to 3.25 and a minimum
interest coverage ratio (EBITDA/net interest expense) of 5. Compliance with the bank covenants is
tested and reported on twice a year. As of the balance sheet date, the Group is in compliance with
the bank covenants and has been so for the duration of the facility.
The table below analyses the Group’s financial liabilities and net-settled derivative financial liabilities
into relevant maturity groupings based on the remaining period at the balance sheet date to the
contractual maturity date. The amounts disclosed are the contractual undiscounted cash flows.
in thousands of EUR
Within 1 year
1-2 years
2-5 years
After 5 years
Total
259,691
5,209
3,280
1,236
790,249
-
1,055,149
3,633
3,362
11,511
395,586
-
-
-
395,586
124,022
11,058
977,165
-
1,112,246
1,518
2,508
-
-
4,026
372,829
-
-
-
372,829
31 December 2015
Borrowings
Trade, other payables and accrued
expenses
31 December 2014
Borrowings
Trade, other payables and accrued
expenses
3.2 Capital Risk Management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a
going concern in order to provide returns for shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital. There are no externally imposed
capital requirements.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends
paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debts.
The Group monitors capital on the basis of leverage ratio (defined as net debt / Adjusted EBITDA).
Management believes the current capital structure, operational cash flows and profitability of the
Group will safeguard the Group’s ability to continue as a going concern. Following the refinancing in
2014, GrandVision aims to maintain a maximum leverage ratio of 2.0 (net debt / Adjusted EBITDA)
excluding the impact of any borrowings associated with, and any EBITDA amounts attributable to
major acquisitions.
in thousands of EUR
31 December 2015
31 December 2014
Equity attributable to equity holders
778,520
622,890
Net debt
941,062
922,436
Adjusted EBITDA
511,611
449,498
1.8
2.1
Leverage ratio
3.3 Fair Value Estimation
The financial instruments carried at fair value can be valued using different levels of valuation
methods. The different levels have been defined as follows:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1). A market is
regarded as active if quoted prices are readily and regularly available from an exchange, dealer,
broker, industry group, pricing service, or regulatory agency, and those prices represent actual and
regularly occurring market transactions on an arm’s length basis.
• Inputs other than quoted prices included in level 1 that are observable for the asset or liability,
either directly (prices) or indirectly (derived from prices) (level 2). Valuation techniques are used
to determine the value. These valuation techniques maximize the use of observable market data
where it is available and rely as little as possible on entity-specific estimates. All significant inputs
required to fair value an instrument have to be observable.
• Inputs for asset or liability that are not based on observable market data (unobservable inputs)
(level 3).
If multiple levels of valuation methods are available for an asset or liability, the Group will always use
level 1.
The assets and liabilities for the Group measured at fair value qualify for the level 3 category except
for the derivative financial instruments (note 32) which qualify for the level 2 category. The Group
does not have any assets and liabilities that qualify for the level 1 category.
The table below shows the level 2 and level 3 categories:
in thousands of EUR
Level 2
Level 3
At 31 December 2015
Assets
Derivatives used for hedging
Non-current receivables
Total
1,201
-
-
2,841
1,201
2,841
Liabilities
-
6,410
Contingent consideration - Other current and non-current liabilities
3,084
-
Total
3,084
6,410
At 31 December 2014
Assets
Total
891
-
-
2,841
891
2,841
-
11,410
Liabilities
Contingent consideration - Other current and non-current liabilities
4,045
-
Total
4,045
11,410
There were no transfers between levels 1, 2 and 3 during the periods.
Level 2 category
An instrument is included in level 2 if the financial instrument is not traded in an active market and if
the fair value is determined by using valuation techniques based on the maximum use of observable
market data for all significant inputs. For the derivatives the Group uses the estimated fair value of
financial instruments determined by using available market information and appropriate valuation
methods, including relevant credit risks. The estimated fair value approximates to the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Specific valuation techniques used to value financial
instruments include:
• quoted market prices or dealer quotes for similar instruments;
• the fair value of interest rate swaps is calculated as the present value of the estimated future cash
flows based on observable yield curves;
• the fair value of forward foreign exchange contracts is determined using forward exchange rates
at the balance sheet date, with the resulting value discounted back to present value.
Level 3 category
The level 3 category refers to investments held in shopping malls and contingent considerations. For
the investments held in shopping malls, an external expert performed a valuation of the shares and
there were no additions or disposals, only a movement relating to foreign currency which is recorded
in financial costs. The valuation technique is consistent compared to prior years and a valuation is
undertaken on an annual basis. The contingent considerations are remeasured based on the agreed
business targets.
3.4 Offsetting Financial Assets and Financial Liabilities
The only items netted are assets and liabilities under cash pool agreement and derivatives; please
refer to note 21 for more details on the cash pool.
4 Estimates and Judgments by Management
Estimates and judgments are continually evaluated and are based on historical experience and
other factors, including expectations of future events that are believed to be reasonable under the
current circumstances.
The Company makes estimations and assumptions concerning the future. The resulting accounting
estimates will, by definition, rarely equal the related actual results. The estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are outlined below.
4.1 Consolidation of the Synoptik Group
The Company’s ownership interest in the Synoptik Group is 63.29% and the agreement is set up so
that the partner has both protective and substantive rights. However, considering the substance of
the situation we concluded that the partner has not exercised their substantive rights as this is not in
the best interest and long term goal of the partner. Consequently the Company has de facto control
and the Synoptik Group is consolidated. At each reporting date this assessment will be reconsidered.
4.2 Estimated Impairment of Goodwill
The Group tests annually whether its goodwill is subject to impairment, as described in note 2.14.
Goodwill is allocated to the Company’s group of cash-generating units (CGUs) according to the
country of presence. The recoverable amount is determined by the value in use, calculated using the
discounted cash flow method applying a discount factor derived from the average cost of capital
relevant for the CGUs. If the value in use is lower than the carrying value or the economic reality
results in more realistic estimates, then the recoverable amount is based on the fair value less costs
of disposal method, which is determined by a multiple on the average sales of the last three years.
The multiple is based on peers of GrandVision and recent market transactions, taking into account
risk factors of the CGU for which the fair value less costs of disposal is calculated. The recoverable
amount is the higher of the value in use and the fair value less costs of disposal. These fair value
calculations qualify as level 3 calculations.
In case of an impairment indication using the value in use method the Group will perform also the
fair value less costs of disposal calculation. The value in use method indicated sufficient headroom,
such that a reasonably possible change to key assumptions would not result in a material
impairment of goodwill. In the fair value less costs of disposal method the sales multiple used is the
most sensitive key assumption. A 10% reduction of the sales multiple used (see note 16 where
applied) in the Group impairment test would result in an additional impairment of €1,287 (2014:
€13,053).
4.3 Intangible Assets
When a company is acquired, the fair value of the intangible assets is determined. The
determination of the value at the time of acquisition and estimated useful life is subject to
uncertainty. Useful life is estimated using past experience and the useful life period as broadly
accepted in the retail sector.
For the Company common intangible assets identified during acquisition are trademarks and
customer databases. The following assumptions are the most sensitive when estimating the value:
Intangible Asset
Key assumptions
Trademark
Royalty rate, revenue growth and discount rate
Customer Database
Churn rate, EBITA growth and discount rate
4.4 Estimated Impairment of Key Money
The Group tests annually whether its non-amortized key money is subject to impairment as
described in notes 2.13.2 and 2.14. The recoverable amount is the higher of the fair value less costs
of disposal of the key money and the key money’s value in use, which is calculated using the
discounted cash flow method applying a discount factor derived from the weighted average cost of
capital or the market value of the key money.
A reduction of the expected revenue growth to 0%, all other factors used in calculating the value in
use remaining unchanged, would lead to an impairment of €3,833 (2014: €4,128).
4.5 Income Taxes
The Company is subject to income taxes in numerous jurisdictions. Significant judgment is required
in determining the total provision for income taxes. There are many transactions and calculations for
which the ultimate tax determination is uncertain during the ordinary course of business. The
Company recognizes liabilities for anticipated tax audit issues based on estimates of whether
additional taxes will be due. Where the final tax outcome of these matters is different from the
amounts that were initially recorded, such differences will impact the current and deferred income
tax assets and liabilities in the period for which such determination is made.
Carry forward losses are recognized as a deferred tax asset if it is likely that future taxable profits will
be available against which losses can be set off. Judgment is involved to establish the extent to which
expected future profits substantiate the recognition of a carry forward loss.
Given a reasonable change in the key assumptions used in determining total deferred tax assets and
liabilities, there would be no material impact on the financial statements.
4.6 Post-Employment Benefits
The present value of the defined benefit pension obligations depends on a number of factors that
are determined on an actuarial basis using a number of assumptions. The assumptions used in
determining the net cost (income) for pensions include the discount rate. Any changes in these
assumptions will impact the carrying amount of pension obligations.
The Group determines the appropriate discount rate at year-end of each year. This is the interest
rate that should be used to determine the present value of estimated future cash outflows expected
to be required to settle the defined benefit pension obligations. In determining the appropriate
discount rate, the Group considers the interest rates of high-quality corporate bonds with a duration
and currency consistent with the term and currency of the related pension obligation.
Other key assumptions for pension obligations are based in part on current market conditions.
4.7 Provisions and contingencies
The recognition of provisions requires estimates and judgment regarding the timing and the amount
of outflow of resources. The main estimates relate to the probability ('more likely than not') of the
outflow of resources. If the outflow of resources is 'more likely than not' a best estimate of the
outflow is recognized otherwise it is disclosed as a contingency.
If a provision is recognized, it is measured at the present value of the expenditures expected to be
required to settle the obligation using a pre-tax rate that reflects current market assessments of the
time value of money and the risks specific to the obligation. The expected expenditures are
uncertain future cash flows for which management uses its knowledge, experience and judgment to
determine if a corresponding provision should be recognized.
5 Segments
The Management Board forms the Group’s chief operating decision-maker (‘CODM’). Management
has determined the operating segments based on the information reviewed by the CODM for the
purposes of allocating resources and assessing performance.
The Group’s business is organized and managed on a geographic basis and operates through three
business segments: the G4, Other Europe and Americas & Asia. After the acquisition of For Eyes in
United States, the segment Latin America & Asia was renamed to Americas & Asia. All geographic
segments are involved in the optical retail industry, and there are no other significant product lines
or sources of revenue for the Company.
The most important measures assessed by the CODM and used to make decisions about resources
to be allocated are total net revenue and adjusted EBITDA. Measures of assets and liabilities by
segment are not reported to the CODM.
The accounting policies applied in the segment information are in line with those applied for
GrandVision as described in the accounting policies.
The following table presents total net revenue and adjusted EBITDA for the operating segments for
2015 and 2014. The adjusted EBITDA is defined as EBTIDA excluding other reconciling items and
exceptional non-recurring items. The non-recurring items in 2015 were mainly related to legal and
regulatory provisions, costs related to the IPO in 2015, including its effect on the valuation of the
long-term incentive plans, and some other items, partially offset by the benefit related to the
changed pension arrangements in the Netherlands. The non-recurring items in 2014 pertain to
expenses relating to the anticipated listing, additional expenses for the long-term incentive plan as a
result of falling within the scope of IFRS 2, and other small items. A reconciliation from adjusted
EBITDA to earnings before taxes is presented within each table below. Other reconciling items
represent corporate costs that are not allocated to a specific segment.
in thousands of EUR
G4
Other Europe
Americas & Asia
Total
Total net revenue
1,976,421
874,562
353,903
3,204,886
Adjusted EBITDA
400,989
134,655
8,186
543,830
2015
- 32,219
Total adjusted EBITDA
511,611
Non-recurring items
- 5,468
Depreciation
- 107,158
- 45,822
Operating income/loss
353,163
Non-operating items:
- 19,148
Earnings before tax
334,015
2014
Total net revenue
1,820,412
731,751
264,831
2,816,994
Adjusted EBITDA
364,235
114,046
5,155
483,436
- 33,938
Total adjusted EBITDA
449,498
Non-recurring items
- 23,911
Depreciation
- 96,805
- 40,173
Operating income/loss
288,609
Non-operating items:
- 34,366
Earnings before tax
254,243
The breakdown of revenue from external customers by geographical area is shown as follows:
in thousands of EUR
2015
2014
France
586,753
565,008
Germany
451,227
402,645
United Kingdom
Other countries
457,900
390,937
1,709,006
1,458,404
3,204,886
2,816,994
Revenue in the Netherlands, the Group’s country of domicile, is €245,700 (2014: €237,830). There
are no customers that comprise 10% or more of revenue in any year presented.
The breakdown of non-current assets by geographical area is shown as follows:
in thousands of EUR
31 December 2015
31 December 2014
The Netherlands
101,745
99,967
France
491,321
492,821
United Kingdom
246,293
236,636
Italy
198,340
206,475
Other countries
958,362
791,420
1,996,061
1,827,319
The non-current assets by geographical area are given based on the location of the assets. This
disclosure is given for all non current assets except financial instruments and deferred tax assets.
6 Acquisitions of Subsidiaries, Associates and Non-Controlling
Interests
The following acquisitions and adjustments to the purchase price allocation were done in 2015.
For Eyes
On 1 December 2015 the Group acquired 100% of the shares in Aranon Corporation, United States.
With this acquisition the Group is entering a new geographical market. Aranon Corporate has a chain
named For Eyes that operates 116 own stores mostly in the areas of Chicago, Washington DC,
Philadelphia, Florida and California. The Company paid €129,700 (USD 141,289) and based on the
initial purchase price allocation an amount of €139,157 is identified as goodwill and represents the
future synergies, expected growth and profitability of the business. Due to the limited time between
the acquisition and the publication of the financial statements, the purchase price allocation has not
yet been finalized.
Other store acquisitions
During 2015 the Group acquired 39 stores in the segments G4 and Other Europe. These acquisitions
were recognized using the acquisition method. After the initial allocation of the consideration
transferred for the acquisitions of the assets, liabilities and contingent liabilities, an amount of
€6,227 was identified as goodwill. The goodwill is attributable to the high profitability of the acquired
business and the expected synergies following the integration of the acquired business into our
existing organization. The goodwill mainly comprises the skilled employees and the locations of the
acquired stores, which cannot be recognized as separately identifiable assets. The purchase price
allocation has been completed for most of the stores acquired.
Adjustment to purchase price allocation
The Group finalized the purchase price allocation for the acquisitions done in 2014 in Italy
(Randazzo), the United Kingdom and Peru. This resulted in a change in the value of recognized
intangibles and recognition and derecognition of certain assets and liabilities and accordingly the
recognized goodwill decreased by €3,239.
For Eyes
Other stores
Adjustments to
purchase price
allocation
5,177
311
414
5,902
25,100
3,654
- 3,286
25,468
2,129
11
267
2,407
261
240
26
527
Inventories
3,073
641
-
3,714
1,708
253
- 814
1,147
28
-
-
28
1,917
565
-
2,482
- 9,897
- 260
1,111
- 9,046
in thousands of EUR
Current income tax receivables
Total
-
-
26
26
Current income tax liabilities
9
- 62
-8
- 61
- 38,115
- 468
- 696
- 39,279
- 847
- 21
-
- 868
- 9,457
4,864
- 2,960
- 7,553
129,700
10,861
-
140,561
-
230
- 6,199
- 5,969
Total consideration transferred or to be transferred
129,700
11,091
- 6,199
134,592
Consideration paid in cash and cash equivalents
129,700
10,861
-
140,561
- 1,917
- 565
-
- 2,482
127,783
10,296
-
138,079
129,700
11,091
- 6,199
134,592
- 9,457
4,864
- 2,960
- 7,553
139,157
6,227
- 3,239
142,145
Current borrowings
Fair value of acquired net assets and liabilities
Consideration paid in cash and cash equivalents
Consideration to be transferred
Cash and cash equivalents and bank overdrafts at
acquired subsidiary
Outflow of cash and cash equivalents net of cash
acquired
Total consideration transferred or to be transferred
Fair value of acquired net assets and liabilities
Goodwill
The goodwill amortization in United States is not tax-deductable.
The acquisitions contributed the following in revenue and net result for the Group:
For Eyes
Other stores
Adjustment to
purchase price
allocation
Revenue
6,626
11,768
-
18,394
Net result
- 3,092
2,047
-
- 1,045
in thousands of EUR
Total
Had the acquisitions been consolidated for the full year, revenue and net result would be:
For Eyes
Other stores
Adjustment to
purchase price
allocation
Revenue
83,126
21,586
-
104,712
Net result
- 18,833
3,426
-
- 15,407
in thousands of EUR
Total
Aquisitions costs for the above acquisitions amount to €2,113 and are included in the general and
administrative costs in the Income Statement.
7 Revenue
The Group’s revenue can be further divided as follows:
in thousands of EUR
Own store sales
Merchandise revenue
2015
2014
2,983,899
2,612,285
131,233
118,958
Franchise royalties and contributions
67,940
65,561
Other revenues
21,814
20,190
3,204,886
2,816,994
2015
2014
Direct materials
756,180
651,528
Employee costs
1,038,248
950,858
96,805
8 Cost of Sales and Direct Related Expenses
The following costs have been included in the operating result:
in thousands of EUR
Notes
Depreciation and impairments
13
107,158
14,15
45,822
40,173
468,247
421,668
Operating lease
Marketing & publicity costs
155,952
149,223
Other costs
284,736
220,826
Total costs
2,856,343
2,531,081
2015
2014
745,703
668,082
164,396
144,611
-12,107
7,377
The employee costs can be specified as follows:
in thousands of EUR
Notes
Salaries & wages
Social security
Pension costs - Defined benefit plans
28
Pension costs - Defined contribution plans
Share based payments (LTIP)
Other employee-related costs
30
13,366
7,633
17,670
34,716
109,220
88,439
1,038,248
950,858
The average number of employees within the Group (excluding associates) in full-time equivalents
during 2015 was 27,510 (2014: 25,776).
9 Share of Result of Associates
in thousands of EUR
Visilab S.A.
Reliance-Vision Express Private Ltd and Reliance-GrandVision India Supply
Private Ltd
2015
2014
5,372
3,972
- 752
- 1,276
4,620
2,696
10 Finance income and costs
in thousands of EUR
2015
2014
-12,622
-12,418
- Result on interest derivatives
-4,269
-4,308
- Commitment and utilisation fee
-3,275
-2,727
-
-12,114
Finance costs
- Bank borrowings
- Interest loans from shareholders
- Other
Total finance costs
-2,177
-608
- 22,343
-32,175
Finance income
- Interest income
3,938
2,731
- Interest loans to shareholders or management
542
743
- Interest deposits
369
845
- Result on fair value derivatives
Total finance income
Net foreign exchange results
-
91
4,849
4,410
- 1,654
-6,601
- 19,148
-34,366
There has not been any ineffectiveness on the cash flow hedges in 2015 and 2014.
11 Income Tax
in thousands of EUR
2015
2014
Current income tax
97,772
95,509
Deferred income tax
5,249
-15,827
103,021
79,682
Charge in Income Statement
The reconciliation between the computed weighted average rate of income tax expense, which is
generally applicable to GrandVision companies, and the actual rate of taxation is as follows:
in thousands of EUR
2015
%
2014
%
Result before tax
334,015
100.0%
254,243
100.0%
94,980
28.4%
73,087
28.7%
9,432
2.8%
9,229
3.6%
- 7,784
-2.3%
-8,327
-3.3%
Computed weighted average tax rate
Expenses not deductible for tax purposes
Incentive tax credits
Effect of (de)recognition of tax losses
6,623
2.0%
735
0.3%
Changes in tax rate
- 617
-0.2%
-308
-0.1%
387
0.1%
5,266
2.1%
103,021
30.8%
79,682
31.3%
(Over)/Under provided in prior years
Tax charge
The weighted average applicable tax rate amounts to 28.4% (2014: 28.7%). The effective tax rate for
the Group is 30.8% (2014: 31.3%)
The changes in tax rate in 2015 are mainly in France, the United Kingdom and Chile.
12 Earnings per Share
Earnings per share is calculated by dividing the profit attributable to equity holders of the company
by the weighted average number of ordinary shares outstanding during the year.
Result for the year attributable to equity holders of the parent, in
thousands of EUR
Average number of outstanding ordinary shares (attributable to
equity holders of the parent)
Diluted average number of outstanding ordinary shares
(attributable to equity holders of the parent)
2015
Pro forma
2014
2014
212,730
161,203
161,203
252,427,917 250,748,330
12,537,417
254,443,792 250,748,330
12,537,417
Earnings per share, basic (in EUR per share)
0.84
0.64
12.86
Earnings per share, diluted (in EUR per share)
0.84
0.64
12.86
On 20 January 2015 the Group issued 241,721,553 ordinary shares. Pro forma EPS for 2014 is
calculated based on this for comparison reasons.
13 Property, Plant and Equipment
Buildings and
leasehold
improvements
Machinery and
equipment
Furniture and
vehicles
Total
420,124
461,368
295,225
1,176,717
-249,753
-345,133
-222,926
-817,812
170,371
116,235
72,299
358,905
7,178
4,712
7,524
19,415
Additions
52,791
47,544
31,532
131,868
Disposals / retirements
- 2,032
- 1,822
- 914
- 4,768
- 35,407
- 38,893
- 22,505
- 96,805
- 1,994
1,160
151
- 683
- 689
303
181
- 205
190,218
129,240
88,269
407,727
479,399
535,356
329,128
1,343,883
-289,181
-406,116
-240,860
-936,157
190,218
129,240
88,269
407,727
in thousands of EUR
Notes
At 1 January 2014
Cost
Accumulated depreciation and
impairment
Carrying amount
Movements in 2014
Acquisitions
Depreciation charge
8
Reclassification
Exchange differences
At 31 December 2014
At 1 January 2015
Cost
impairment
Carrying amount
Movements in 2015
Acquisitions
3,499
2,096
307
5,902
Additions
53,482
40,778
37,490
131,750
Disposals / retirements
- 2,397
- 1,893
- 854
- 5,144
- 38,732
- 40,172
- 28,254
- 107,158
160
- 688
485
- 43
- 607
- 460
- 655
- 1,722
205,623
128,901
96,788
431,312
516,903
552,036
358,287
1,427,226
- 311,280
- 423,135
- 261,499
- 995,914
205,623
128,901
96,788
431,312
Depreciation charge
Reclassification
Carrying amount
6
8
At 31 December 2015
Cost
impairment
Carrying amount
Leased assets included under machinery and equipment and furniture and vehicles, where the
Group is a lessee under a financial lease, comprise mainly equipment, fixtures and vehicles. The
carrying amount of assets leased is €1,958 (2014: €596).
14 Goodwill
in thousands of EUR
Notes
Opening balance
2015
2014
885,855
726,321
Acquisitions
6
145,384
164,022
Adjustment to purchase price allocation
6
- 3,239
-
-
4,266
- 367
- 3,458
Reclassification
Impairment
Disposals
Costs
Accumulated impairment
Carrying amount
-
- 225
- 2,420
- 5,073
1,025,213
885,855
1,064,975
925,250
- 39,762
- 39,395
1,025,213
885,855
The impairment charge in 2014 mainly relates to the impairment in Mexico, which operates in the
Americas & Asia segment. In 2014 €4,266 is reclassified from key money to goodwill.
The table below shows goodwill per segment:
in thousands of EUR
31 December 2015
31 December 2014
G4
429,875
420,345
Other Europe
374,286
368,993
Americas & Asia
221,052
96,517
1,025,213
885,855
15 Other Intangible Assets
in thousands of EUR
Notes
Key money
Trademarks
Software
Other
Total
218,959
243,280
118,848
43,872
624,959
- 5,441
- 105,075
- 86,309
- 31,114
- 227,939
213,518
138,205
32,539
12,758
397,020
Acquisitions
2,000
31,518
625
33,010
67,153
Additions
3,732
3
21,990
717
26,442
Disposals
- 948
-
- 280
- 10
- 1,238
- 11,575
- 5,402
- 31,432
At 1 January 2014
Cost
Accumulated
amortization and
impairment
Carrying amount
Movements in 2014
Amortization charge
8
-
- 14,455
Impairment
8
- 3,999
- 1,284
-
-
- 5,283
- 4,550
6
162
366
- 4,016
- 41
- 1,033
- 288
956
- 406
209,712
152,960
43,173
42,395
448,240
Reclassification
Carrying amount
At 31 December 2014
-
Cost
218,775
274,436
144,253
78,402
715,866
- 9,063
- 121,476
- 101,080
- 36,007
- 267,626
209,712
152,960
43,173
42,395
448,240
1,312
16,808
358
10,276
28,754
-
- 4,924
-
1,638
- 3,286
Additions
1,485
722
26,759
1,091
30,057
Disposals
- 220
-
- 200
-
- 420
- 14,162
- 9,643
- 40,048
Accumulated
amortization and
impairment
Carrying amount
Movements in 2015
Acquisitions
6
Adjustment to
purchase price
allocation & earn-outs
Amortization charge
8
-
- 16,243
Impairment
8
- 1,541
- 3,866
-
-
- 5,407
90
-
42
66
198
Reclassification
Carrying amount
- 2,151
- 1,725
- 474
680
- 3,670
208,687
143,732
55,496
46,503
454,418
218,061
277,927
172,762
91,433
760,183
- 9,374
- 134,195
- 117,266
- 44,930
- 305,765
208,687
143,732
55,496
46,503
454,418
At 31 December 2015
Cost
Accumulated
amortization and
impairment
Carrying amount
Key money
Key money as part of intangible assets has an indefinite useful life, relating to stores in France and
Brazil. In France and Brazil, these assets are not amortized but are subject to an annual impairment
test using cash flow projections covering a five-year period and the market value is used based on
external valuations. Details as to the cost per square meter and latest key money transactions for the
main shopping malls are publicly available.
If the calculated value in use is less than the carrying value of the assets, external valuations are
performed to arrive at a fair value less costs of disposal.
During 2015 the impairment test on key money resulted in an impairment in France and Brazil of
€1,541 (2014: €3,999) as a result of decrease of value in use and external valuations performed for
each store individually.
In 2014 an amount of €4,266 was reclassified from key money to goodwill.
The carrying amount of the key money with an indefinite useful life is tested on a store-by-store basis
and per country amounts to:
in thousands of EUR
France
Brazil
31 December 2015
31 December 2014
202,242
200,517
6,445
9,195
208,687
209,712
2015
2014
Key assumptions used to determine the recoverable amount:
Revenue growth rate
Discount rate (pre tax)
2.0% - 13%
1.5% - 12%
9.80%-14.86%
9.91% - 18.31%
Trademarks
The impairment of trademarks in 2015 is related to Brazil (€2,573) and Mexico (€1,293) following
periodic review of the trademarks in use.
Software
In 2013, the business project iSynergy was initiated to a implement global ERP system in all
countries. In 2015 the ERP system went successfully live in the United Kingdom and the Netherlands.
In 2015, the Group capitalized €10,158 (2014: €8,685) worth of licenses and expenses related to the
global ERP project.
Other
The other intangible assets mainly comprise of customer databases €37,262 (2014: €32,321).
16 Impairment Tests for Goodwill
Goodwill is allocated to the Company’s group of cash-generating units (CGUs) according to the
country of presence. The recoverable amount is determined by the value in use, calculated using the
discounted cash flow method applying a discount factor derived from the average cost of capital
relevant for the CGUs. If the value in use is lower than the carrying value, then the fair value less costs
of disposal is also considered, which is determined by a multiple on the average sales of the last
three years. By applying a multiple on the average sales of the last three years the Group uses a wellbalanced approach for both mature and emerging markets. For mature markets it eliminates the
impact of incidentals that could have occurred in one of the years. For emerging markets a one-year
sales figure would be too volatile as it would not reflect the real growth. The sales multiple is based
on recent market transactions and peers of GrandVision, taking into account risk factors of the CGU
for which the fair value less costs of disposal is calculated. The recoverable amount is the higher of
the value in use and the fair value less costs of disposal.
Key assumptions used to determine the recoverable amount in 2015:
G4
Revenue growth rate
(average)
EBITA percentage
(average)
Sales multiple (when
used)
2.1% - 4.8%
13.4% - 20.5%
9.43% - 11.27%
-
Other Europe
2.1% - 11.1%
2.0% - 18.6%
8.74% - 16.47%
1
Americas & Asia
6.4% - 33.8%
2.6% - 17.5%
11.8% - 34.04%
0.6 – 1.2
Key assumptions used to determine the recoverable amount in 2014:
Revenue growth rate
(average)
EBITA percentage
(average)
G4
2.7% - 4.6%
12.7% - 20.8%
9.59% - 11.64%
-
Other Europe
3.6% - 5.6%
12.9% - 14.5%
8.54% - 19.35%
1
13.7% - 17.4%
7.8% - 8.4%
12.03% - 24.88%
0.6 – 1.37
Americas & Asia
Sales multiple (when
used)
The assumptions reflect the averages of each group of the CGUs in the segments for the five-year
period. Cash flows beyond this five-year period were extrapolated using an estimated growth rate of
nil. The growth rate for the 1st, 2nd and 3rd year is based on the budget for these years. The growth
rate for the 4th and 5th year is in line with the third year and zero percent for the subsequent years.
The EBITA is assumed to remain at a constant level after the three-year period. The EBITA and
growth rate are based on historical performance as well as our assessment of the development of
these rates in the upcoming years. The discount rates used are pre-tax and reflect the countryspecific risks relating to our industry. For details on sensitivity analysis for the key assumptions refer
to note 4.2.
For recognized impairment losses during the periods please refer to note 14.
17 Other Non-Current Assets
in thousands of EUR
Notes
Loans to management
37.2
Rental deposits
Other
31 December 2015
31 December 2014
9,916
16,769
29,503
28,396
5,261
5,365
44,680
50,530
The carrying value less impairment provision approximates the fair value. There is no provision on
the loans to management at the end of 2015 and 2014. The rental deposits relate to key money
subject to amortization in line with the related rental contract. ‘Other’ mainly includes shareholdings
in commercial centers where stores are operated, receivables from franchisees, receivables from
health insurance companies and deposits paid for stores.
18 Associates
in thousands of EUR
Visilab S.A.
Reliance-Vision Express Private Ltd and Reliance-GrandVision
India Supply Private Ltd
31 December 2015
31 December 2014
37,589
31,816
2,849
3,151
40,438
34,967
2015
2014
34,967
33,584
The movements in investments in associates is as follows:
in thousands of EUR
At 1 January
Capital contributions in associates
Result from associates
-
797
4,620
2,696
5,112
1,195
Dividend received
- 4,261
- 3,305
At 31 December
40,438
34,967
31 December 2015
31 December 2014
Non-current assets
74,968
65,313
Current assets
34,874
29,361
Equity
83,882
74,706
The financial information of the associates is as follows:
in thousands of EUR
799
1,191
Current liabilities
25,161
18,777
Commitments
60,380
54,303
2015
2014
170,341
151,787
15,889
11,922
31 December 2015
31 December 2014
285,356
260,297
2,539
2,729
in thousands of EUR
Revenue
Result for the year
19 Inventories
in thousands of EUR
Finished goods
Raw materials
Provision for obsolete inventory
- 23,881
- 23,369
264,014
239,657
An amount of €13,817 (2014: €9,089) has been recognized in the Income Statement for obsolete
inventories as part of the other costs.
20 Trade and Other Receivables
in thousands of EUR
Notes
Trade receivables
Less: provision for impairment of trade receivable
Trade receivables – net
Receivables from related parties
37.1
Taxes and social security
31 December 2015
31 December 2014
158,842
144,999
- 7,677
-9,118
151,165
135,881
9,145
2,166
22,441
27,239
Other receivables
46,825
47,755
Prepayments
37,340
44,260
266,916
257,301
The Group’s historical experience in collection of accounts receivable is considered in the recorded
allowances. Due to these factors, management believes that no additional credit risk beyond
amounts provided for collection losses is inherent in the Group’s trade receivables. The Group has
recognized a provision of €7,677 (2014: €9,118) for the impairment of its trade receivables. The
addition to and usage of the provision for impaired receivables have been included in the selling and
marketing costs in the Income Statement.
Movements on the provision for the impairment of trade receivables are as follows:
in thousands of EUR
2015
2014
At 1 January
9,118
9,327
Additions to provision for bad and doubtful debts
3,433
2,783
- 3,980
- 2,205
- 809
- 758
- 85
- 29
7,677
9,118
Receivables written off during the year as uncollectible
Unused amounts reversed
At 31 December
As of 31 December 2015 €49,657 of the net trade receivables were past due but not impaired (2014:
€42,217). The due date of these receivables varies from 1 month to more than 9 months. These
relate to a number of franchisees and customers, for whom there is no recent history of default.
The ageing analysis for the trade receivables is as follows:
in thousands of EUR
Up to 3 months
31 December 2015
31 December 2014
131,835
129,716
Between 3 and 6 months
11,349
6,830
Between 6 and 9 months
8,456
1,259
Over 9 months
7,202
7,194
158,842
144,999
The carrying value less provision for the impairment of trade receivables is equal to the fair value.
The carrying amounts of the Group’s trade receivables, including provision, are denominated in
various currencies which at year-end rate have the following values in €:
in thousands of EUR
31 December 2015
31 December 2014
Euro (EUR)
79,064
68,773
British Pound Sterling (GBP)
15,888
11,825
Brazilian Real (BRL)
12,258
16,245
Chilean Peso (CLP)
10,360
7,977
Danish Krone (DKK)
8,232
7,371
Other
25,363
23,690
Total
151,165
135,881
31 December 2015
31 December 2014
92,843
133,652
21 Cash and Cash Equivalents
in thousands of EUR
Cash at bank and in hand
Short-term bank deposits and marketable securities
5,905
443
98,748
134,095
‘Cash and cash equivalents’ contains the net position for the cash pooling agreement. At
31 December 2015, the gross amount is €116,060 as assets and €100,002 as liabilities
(31 December 2014: €65,203 as assets and €63,541 as liabilities).
Cash and cash equivalents by currency:
in thousands of EUR
31 December 2015
31 December 2014
Euro (EUR)
26,514
86,249
18,310
9,203
Polish Zloty (PLN)
9,243
5,010
Norwegian Krone (NOK)
6,373
4,863
Mexican Peso (MXN)
3,686
3,907
34,622
24,863
98,748
134,095
Other
At 31 December 2015 an amount of approx. USD 2 million is kept by a custody company in Mexico in
order to be exchanged in local currency. The Group obtained all necessary approvals and expects to
exchange the cash in 2016.
For the purposes of the cash flow statement, cash and cash equivalents comprise the following:
in thousands of EUR
Notes
31 December 2015
31 December 2014
Cash and bank balances
Bank overdrafts
26
98,748
134,095
- 180,554
- 79,690
- 81,806
54,405
Bank overdrafts include drawing on the uncommitted bilateral overdraft and money market
facilities.
22 Share Capital
Number of shares
outstanding
At 1 January 2014
Issue of ordinary shares
Capital contribution
At 31 December 2014
Issue of ordinary shares
At 31 December 2015
Ordinary shares (in Share premium (in
Total (in
thousands of EUR) thousands of EUR) thousands of EUR)
12,702,799
254
27,521
19,388
-
3,000
27,775
3,000
-
-
29,741
29,741
-
-
1,019
1,019
12,722,187
254
61,281
61,535
241,721,653
-
-
-
441,139
-
41,354
41,354
- 2,547,000
-
- 51,074
- 51,074
252,337,979
254
51,561
51,815
On 20 January 2015 the Group issued 241,721,553 ordinary shares and on 5 February 2015 the
priority share was converted in 100 ordinary shares without an impact on the value of GrandVision.
The long-term incentive plan movements within share capital relate mostly to the conversion of the
cash-settled phantom plans into equity-settled plans in the IPO (€28,278). The remaining amount
relates to the periodic expenses and the settlements in 2015. Refer to note 30 for more details.
At settlement of the IPO, on 10 February 2015, GrandVision purchased 0.98% of the shares, for a
total amount of €50,000, to be held in treasury in order to hedge the price risk of grants made under
long-term incentive plans. During 2015 some of these shares were used for settlement of long-term
incentive plans and new shares were purchased resulting in a net reduction of shares held in
treasury to 0.83%. Number of shares held in treasury at 31 December 2015 was 2,105,861.
23 Other reserves
Remeasurement of
post-employment
benefit obligations
Cumulative currency
translation reserve
Total
Other reserves
- 4,079
12
- 34,638
- 38,705
1,878
- 15,662
- 2,286
- 16,070
- 2,201
- 15,650
- 36,924
- 54,775
1,232
3,355
- 12,150
- 7,563
-
2,766
-
2,766
-
-
- 151
- 151
- 969
- 9,529
- 49,225
- 59,723
At 1 January 2014
Other comprehensive
income
At 31 December 2014
Other comprehensive
income
At 31 December 2015
24 Retained Earnings
in thousands of EUR
Balance at 1 January
Acquisitions of subsidiaries and minority
2015
2014
616,130
512,616
- 2,492
- 55,494
Result for the year
212,730
161,203
Dividends paid
- 35,327
-
- 2,766
-
- 1,847
-
Issue of share capital
-
- 3,000
-
805
786,428
616,130
Balance at 31 December
Acquisition of subsidiaries and minority in 2015 is mainly related to the purchase of the minority
shares in China.
Acquisitions of subsidiaries and minority in 2014 is related to the acquisition of shares in Turkey and
China from the parent company (HAL Holding) therefore applying predecessor accounting method.
An interim dividend of 0.14 EUR per share which was paid out in September 2015 for a total of
€35,327.
25 Non-Controlling Interest
in thousands of EUR
Result for the year
Dividends paid
Remeasurement of post-employment benefit obligation
2015
2014
45,327
44,366
1,202
- 999
18,264
13,358
- 10,873
- 9,914
8
- 94
47
-
- 720
- 1,390
53,255
45,327
Acquisition of minority in 2015 is mainly related to the purchase of the minority shares in China.
The acquisition of minority in 2014 relates to the minority shareholding obtained in the acquisition
of China which had a negative equity upon acquisition.
The financial information for the Synoptik Group (non-controlling interest of 36.71%) is as follows:
in thousands of EUR
31 December 2015
31 December 2014
Non-current assets
98,479
91,884
Current assets
46,814
43,467
Equity
97,093
86,526
Summarised balance sheet:
Current liabilities
5,249
6,785
42,951
42,040
The accumulated non-controlling interest for the Synoptik Group amounts to €35,643 (2014:
€31,764).
26 Borrowings
in thousands of EUR
31 December 2015
31 December 2014
774,550
959,707
Non-current
Bank borrowings
Financial leases
1,194
756
775,744
960,463
Bank overdrafts
180,554
79,690
Financial leases
726
719
80,903
12,505
Current
Other
Total borrowings
262,183
92,914
1,037,927
1,053,377
Syndicated bank facilities
The Group has a syndicated bank facility of €1,200 million. Under the terms of the facility 1 one-year
extension option can still be exercised by the borrower at the second anniversary of the facility. Early
August 2015 the facility has been extended by one year, therefore the new maturity date is 18
September 2020. The facility includes also a €100 million uncommitted accordion feature, which
can be exercised during the life of the facility after all lenders have consented. The interest rate on
the drawings consists of the margin and the applicable rate (i.e. for a loan in euros, the EURIBOR),
however the applicable rate can never be below zero percent. In addition to the syndicated bank
facility the Group has uncommitted bilateral overdraft and money market facilities for a total of €268
million.
At the end of 2015 the Group also has multiple bank guarantee facilities for a total amount of €59
million (2014: €48 million).
The maturity of the borrowings of the Group is as follows:
in thousands of EUR
Within 1 year
1-2 years
2-5 years
Total
261,457
357
774,193
1,036,007
726
538
656
1,920
262,183
895
774,849
1,037,927
92,195
2,276
957,431
1,051,902
719
424
332
1,475
92,914
2,700
957,763
1,053,377
At 31 December 2015
Borrowings at variable rates
Financial leases
At 31 December 2014
Borrowings at variable rates
Financial leases
The fair value of the borrowings is approximately equal to the carrying amounts since these loans
have a floating interest rate. The fair value of the fixed-rate borrowings is estimated by discounting
against 2.47% and is classified within level 2 of the fair value hierarchy.
The weighted average effective interest rates at balance sheet date were as follows:
Bank borrowings
2015
2014
1.39%
1.21%
Interest rates on variable-rate loans are Euribor-based, increased by a certain margin. This margin is
determined based on the interest cover and the leverage ratio (note 3.1.3).
The Group has the following undrawn borrowing facilities:
in thousands of EUR
31 December 2015
31 December 2014
- Expiring within one year
28,471
63,866
- Expiring beyond one year
422,970
240,000
451,441
303,866
Financial lease commitments
The largest part of the financial lease commitments relate to fixtures in Turkey, optical lab
equipment in the United Kingdom and leased cars in Poland and Portugal.
The financial lease commitments fall due as follows:
31 December 2015
in thousands of EUR
31 December 2014
Payment
Interest
Principal
Payment
Interest
Principal
Within 1 year
778
52
726
787
68
719
1 - 2 years
561
23
538
458
34
424
2 - 5 years
663
7
656
350
18
332
2,002
82
1,920
1,595
120
1,475
Total
27 Income Taxes
Deferred income taxes are calculated in full on temporary differences arising, in the various
countries, between the tax bases of assets and liabilities and their carrying values for financial
reporting purposes. The liability method is applied, using tax rates prevailing at the balance sheet
dates in the different jurisdictions.
in thousands of EUR
Notes
2015
2014
80,912
48,356
The gross movement on the deferred income tax assets is as follows:
At 1 January
Acquisitions
6
Income Statement charge
Change because of income rate change
2,407
4,875
- 8,374
17,857
- 318
- 138
- 2,246
5,747
Reclassification
- 2,864
5,067
- 2,331
- 852
At 31 December
67,186
80,912
42,466
65,141
24,720
15,771
67,186
80,912
141,378
117,086
9,046
17,831
- 2,473
2,338
- 970
- 446
Processed through Other comprehensive income
Analysis of the deferred income tax assets is as follows:
- Deferred income tax asset to be recovered after more than 12
months
- Deferred income tax asset to be recovered within 12 months
The gross movement on the deferred income tax liability is as follows:
At 1 January
Acquisitions
Income Statement charge
Change because of income rate change
Processed through Other comprehensive income
Reclassification
At 31 December
6
- 105
94
- 2,394
4,963
- 1,917
- 488
142,565
141,378
130,389
132,912
Analysis of the deferred income tax liabilities is as follows:
- Deferred income tax liability to be recovered after more than 12
months
- Deferred income tax liability to be recovered within 12 months
Net deferred income taxes
12,176
8,466
142,565
141,378
75,379
60,466
in thousands of EUR
31 December 2015
31 December 2014
4,878
4,787
Inventories
4,698
4,483
5,075
6,726
11,587
16,359
391
1,011
Goodwill
1,249
914
Provisions
9,453
4,538
Deferred revenue and to be invoiced amounts
7,552
4,375
3,073
11,603
Deferred taxes on temporary differences
47,956
54,796
Deferred taxes on carry forward losses
19,230
26,116
Total deferred income tax assets
67,186
80,912
31 December 2015
31 December 2014
10,839
12,882
1
16
90,804
85,840
in thousands of EUR
Inventories
Goodwill
Provisions
Deferred revenue and to be invoiced amounts
Total deferred income tax liabilities
49
25
3
198
33,524
31,088
5,107
2,469
842
1,145
1,396
7,715
142,565
141,378
Deferred income tax assets on carryforward losses have been recognized for an amount of €19,230
(2014: €26,116).The losses are recognized based on future expected results taking into
consideration the expiration date of historical losses and other tax regulations. The related income
tax losses amount to €71,799, estimated during budget and forecast planning process.
Unrecognized income tax losses amount to €208,401. These tax losses expire as follows:
in thousands of EUR
31 December 2015
31 December 2014
Expiring within one year
6,607
11,234
Expiring between one and two years
4,056
5,031
Expiring between two and five years
25,695
26,111
Expiring after more than five years
8,337
6,726
Offsettable for an unlimited period
163,706
172,935
208,401
222,037
28 Post-Employment Benefits
The amounts recognized in the balance sheet are determined as follows:
in thousands of EUR
31 December 2015
Present value of benefit obligation
Fair value of plan assets
Net position
31 December 2014
4,599
169,746
- 2,505
- 153,591
2,094
16,155
Present value of unfunded obligation
62,610
69,694
Provision in the balance sheet
64,704
85,849
The most recent actuarial valuations were performed in December 2015.
The funded defined benefit obligation in 2014 relates mainly (over 95%) to the pension plan of the
employees in the Netherlands. During 2015, the Group has amended the pension plan in the
Netherlands. This resulted in a change of classification from defined benefit to defined contribution.
The pension provision for the employee benefit arrangement in the Netherlands is accordingly
released in the Income Statement and in Segment reporting presented as a non-recurring gain of
€17,667.
The unfunded plans mainly relate to pension arrangement with German employees already
employed with Apollo prior to 1994 (2015: €47.0 million; 2014 €51.9 million), the Italian Tratamento
di Fine Rapporto program (2015: €5.7 million; 2014: €6.2 million) and an end-of-employment plan
for French employees (2015: €9.6 million; 2014: €9.0 million).
The amounts recognized in the Income Statement are as follows:
in thousands of EUR
Notes
2015
2014
Current service costs
4,037
5,253
Interest expense
1,527
1,854
Plan amendments/curtailments/settlements
Administrative costs
Total defined benefit costs
8
- 10
-
6
270
- 17,667
-
- 12,107
7,377
The movement in the defined benefit obligation over the year was as follows:
in thousands of EUR
Present value of
obligation
Fair value of plan
assets
Total
At 1 January 2014
153,076
- 98,435
54,641
5,253
-
5,253
Interest expense/ (income)
5,761
- 3,907
1,854
Acquisitions
4,190
-
4,190
Employee contributions
2,720
- 2,720
-
Employer contributions
-
- 2,908
- 2,908
Experience adjustments
- 1,059
-
- 1,059
Change in financial assumptions
71,286
-
71,286
847
-
847
-
- 49,143
- 49,143
- 3,191
3,191
-
641
269
910
Change in demographic assumptions
Return on plan assets, excluding amounts in interest
Benefits paid
Reclassification
Exchange effect
- 84
62
- 22
239,440
- 153,591
85,849
4,037
-
4,037
Interest expense/ (income)
1,527
At 31 December 2014
2,530
- 1,003
Employee contributions
642
- 642
-
Employer contributions
-
- 3,944
- 3,944
Experience adjustments
1,151
-
1,151
Change in financial assumptions
6,787
-
6,787
Change in demographic assumptions
- 21
-
- 21
Plan amendments and curtailments
- 10
-
- 10
-
- 13,044
- 13,044
Return on plan assets, excluding amounts in interest
Benefits paid
Other
- 2,063
2,063
-
- 185,071
167,404
- 17,667
-6
187
181
- 207
65
- 142
67,209
- 2,505
64,704
2015
2014
Discount rate
2.6%
2.2%
Expected return on plan assets
7.3%
2.1%
Future salary increases
3.2%
2.9%
Future inflation
1.8%
2.0%
Exchange effect
At 31 December 2015
Assumptions
The principal actuarial assumptions used were as follows:
The difference between the discount rate and the expected return on plan assets is caused by the
weighted impact of funded and unfunded plans. The percentage on the expected return on plan
assets in 2015 originates from Mexico.
The most recent available mortality tables have been used in determining the pension liability.
Experience adjustments have been made. The assumptions are based on historical experiences. The
expected return on plan assets is based on the expected return on high-quality corporate bonds.
An 1% increase in the discount rate used to calculate the defined benefit obligation would result in
16% decrease in the defined benefit obligation. An increase of 0.25% in salary would result in an
increase of 1% in the defined benefit obligation. +1 year in life expectancy would result in a slight
increase of 2% in the defined benefit obligation. An increase of 1% in inflation would result in an
11% increase in the defined benefit obligation.
The above sensitivity analyses are based on changing one assumption while all other assumptions
remain constant. In practice, this is unlikely to occur, and changes in some of the assumptions may
be correlated. When calculating the sensitivity of the defined benefit obligation to significant
actuarial assumptions the same method (present value of the defined benefit obligation calculated
with the projected unit credit method at the end of the reporting period) has been applied as when
calculating the pension liability recognized within the statement of financial position.
Plan assets are comprised as follows:
in thousands of EUR
Equities
2015
2014
369
259
2,136
2,621
Other
-
150,711
Total
2,505
153,591
Debt instruments
The plan assets ‘other’ category in 2014 mainly represents the valuation of the pension rights of the
Dutch pension plan and would be classified under Level 3 category. In 2015 the plan assets
decreased due to the change of plan in the Netherlands. The remaining amount in 2015 represents
plan assets in Mexico which using fair value estimation methods would be classified under Level 1
category.
The expected maturity of the undiscounted pension and post-employment benefits is:
in thousands of EUR
2015
2014
Less than 1 year
1,776
3,513
Between 1 and 2 years
2,609
4,037
Between 2 and 5 years
6,796
13,231
Over 5 years
119,537
549,551
Total
130,718
570,332
29 Provisions
Warranty
Long-term
incentive plans
Other
employeerelated
Other
Total
4,373
7,215
33,742
2,406
11,620
59,356
385
41
-
258
565
1,249
Addition to provision
2,061
3,226
40,246
2,319
558
48,410
Reversal of provision
- 1,998
- 989
- 32,271
- 259
- 2,363
- 37,880
- 143
- 1,563
- 4,450
- 365
- 1,810
- 8,331
- 28
- 286
-
-
- 5,862
- 6,176
-
- 31
9
-5
- 31
- 58
At 31 December 2014
4,650
7,613
37,276
4,354
2,677
56,570
Non-current
1,623
5,179
17,530
2,453
942
27,727
Current
3,027
2,434
19,746
1,901
1,735
28,843
At 31 December 2014
4,650
7,613
37,276
4,354
2,677
56,570
56,570
in thousands of EUR
Legal and
regulatory
At 1 January 2014
Acquisitions
Utilized during the year
Other movements
At 1 January 2015
4,650
7,613
37,276
4,354
2,677
Addition to provision
18,804
3,502
2,440
1,457
911
27,114
Reversal of provision
- 1,353
- 468
- 28,278
- 479
- 565
- 31,143
- 134
- 2,412
- 9,809
- 964
- 511
- 13,830
-
391
- 818
-
- 391
- 818
- 294
6
65
- 74
- 131
- 428
At 31 December 2015
21,673
8,632
876
4,294
1,990
37,465
1,870
5,810
-
2,750
852
11,282
Current
19,803
2,822
876
1,544
1,138
26,183
At 31 December 2015
21,673
8,632
876
4,294
1,990
37,465
Utilized during the year
Other movements
Non-current
Legal and regulatory
In June 2009, the French Competition Authority (“FCA”) began investigations into certain optical
suppliers and optical retailers active in the branded sunglasses and branded frames sector in France,
including the Group. The authorities are investigating whether these parties have entered into
vertical restraints in relation to the distribution of branded sunglasses and branded frames. This
investigation is ongoing. In May 2015, the Company received a statement of objections (‘notification
de griefs’) from the FCA, which contains the FCA’s preliminary position on alleged anti-competitive
practices and does not prejudice its final decision. If the FCA concludes that there was a violation, it
will impose a fine, which may be contested in court. GrandVision has examined the FCA’s
preliminary findings reported in the statement of objections and an adequate provision has been
booked by the Group in 2015 determined by an assessment of the probability and amount of
potential liability.
Secondly, the provision increased in 2015 as a result of the Group's ongoing tax risk management
process in which it determines potential fiscal claims on VAT and wage tax in various countries.
Warranty
The Group often provides a warranty along with the sales of its products. Warranty provision exists to
cover possible future expenses that may be incurred rectifying defects in, or providing replacements
for, products the Group has sold.
Long-term incentive plans
Refer to note 30.
Other employee-related
The provisions mostly relate to employee termination benefits.
Other provisions
'Other provisions' mostly includes decommissioning liability for returning a store or office to its
original state.
30 Long-Term Incentive Plans
The table below shows the total expense of the share-based payment plans in 2015 as well as the
movements in liability and equity caused by the change to the estimate of the probability of an IPO
to 100% as well as the conversion of the plans. The increased probability resulted in the plans being
fully classified as IFRS 2 share-based compensation plans in 2015 and has resulted in an
incremental expense of €2,615, which was recognized in general and administrative costs in the
Income Statement and reported as non-recurring item. The number of participants of all long-term
incentive plans per year-end 2015 is 139.
Real share plan
in thousands of EUR
1 January 2015
Incremental expense IAS 19 to IFRS 2
Conversion
Change in Income Statement
Phantom plan
Equity
Liability
Equity
29,741
36,458
-
299
2,316
-
-
- 28,278
28,278
3,163
1,858
9,959
- 7,663
- 9,809
- 8,370
Other
-
- 1,734
- 2,730
-
65
65
25,540
876
27,202
Settlements/ Vesting
31 December 2015
On 20 January 2015 new shares were issued that increased the number of shares held by the
participants without having an impact on the value of GrandVision N.V. and the plans. The phantom
plans issued in 2011, 2012, 2013 and 2014 have been converted from cash-settled to equity-settled
on the listing of GrandVision N.V. on Euronext Amsterdam at 6 February 2015. The phantom plans
issued in 2009 and 2010 remained cash-settled. Most of these plans were settled in 2015.
Classification
Cash-settled
Equity-settled
Phantom shares
Phantom options
Real shares
Share price at 31
Black-Scholes-Merton option
n/a
December 2015
model
Share price at conversion
Black-Scholes-Merton option
Share price at grant date
and grant date
model
No grants in 2015
The table below shows the movements in the number of shares of the real share plan for key
management and employees:
Th. A.
Kiesselbach
(CEO)
Outstanding at 1 January 2015
Adjustment for the issue of share capital
Granted
Settled
Outstanding at 31 December 2015
P.J. de Castro
Fernandes
(CFO)
Employees
Total
50,693
12,551
118,233
181,477
963,167
238,469
2,246,427
3,448,063
-
-
-
-
- 101,386
-
- 556,256
- 657,642
912,474
251,020
1,808,404
2,971,898
Of those shares outstanding under the real share plan at 31 December 2015, for 1,235,086 shares
the vesting period has ended.
The table below shows the movements in the phantom plan for key management and employees:
Th. A.
Kiesselbach
(CEO)
Outstanding at 1 January 2015
P.J. de Castro
Fernandes
(CFO)
Employees
Total phantom
shares and
options
11,603
4,870
176,278
192,751
220,463
92,534
3,349,274
3,662,271
Adjusted for performance conditions at vesting
15,546
53,764
200,568
269,878
Granted
23,412
11,578
264,940
299,930
Settled
- 5,316
-
- 1,223,306
- 1,228,622
Forfeited
Outstanding at 31 December 2015
-
-
- 256,316
- 256,316
265,708
162,746
2,511,438
2,939,892
The table below shows the movements in the number of shares of the phantom plan:
Phantom
shares
At 1 January 2015
Adjusted for performance conditions at vesting
Weighted
average
Phantom exercise price in
options
EUR per share
74,817
117,934
142.87
1,421,525
2,240,746
-
78,209
191,669
5.98
246,239
53,691
24.59
Settled
- 296,402
- 932,220
8.32
Forfeited
- 162,746
- 93,570
6.45
At 31 December 2015
1,361,642
1,578,250
6.94
Granted
Of those phantom shares outstanding under the phantom plan at 31 December 2015, 9,640 were
vested.
Of those phantom options outstanding under the phantom plan at 31 December 2015, 126,200 were
exercisable. As of 31 December 2015 the weighted average remaining contractual life for
outstanding phantom options was 2.8 years.
The fair value of the phantom options, of which most were converted to equity-settled on the listing
and new options granted in 2015, is based on the Black-Scholes-Merton option pricing formula. The
following assumptions were used:
Phantom options
31 December 2015
Exercise price in EUR
5.98 - 24.59
Share price in EUR
20.00 - 27.66
Volatility
22.1% - 25.9%
Dividend yield
0.6% - 1.4%
Expected remaining option life in years
0.4 - 5.0
Annual risk-free interest rate %
-0.38% to 0.15%
The phantom options can only be exercised at vesting and at distinct moments 1 and 2 years after
vesting. Therefore no impact of early exercise is included in the valuation model. Volatility is
determined by calculating a weigthed average of historical volatility of closing prices of the company
itself and, due to limited historical share price data of GrandVision N.V., its peer group.
31 Other non-current liabilities
in thousands of EUR
31 December 2015
31 December 2014
Contingent considerations
5,705
7,741
Rental discounts
8,513
7,608
Other
1,857
510
16,075
15,859
32 Derivative Financial Instruments
The fair value of the derivative financial instruments is as follows:
in thousands of EUR
31 December 2015
31 December 2014
Assets
Liabilities
Assets
Liabilities
-
1,922
-
4,025
Currency derivatives – cash flow hedges
1,201
1,162
800
20
Currency derivatives – fair value hedges
-
-
91
-
1,201
3,084
891
4,045
-
1,039
-
2,508
1,201
2,045
891
1,537
Interest rate derivatives – cash flow hedges
Total
Less non-current portion:
Interest rate derivatives – cash flow hedges
Current portion
The valuation of the derivatives is based on valuations provided by banks and third parties. In note
3.1.3 the maturity of the expected cash flows to occur is shown.
Interest rate derivatives
The nominal amount of the bank borrowings (see note 26) hedged by interest rate derivatives
amounts to €470 million (2014: €420 million). In addition €150 million (2014: €0) of 0% floors are
outstanding to prevent the impact of negative interest rate. The interest derivatives meet the
requirements for hedge accounting in full.
Currency derivatives
The Group has transactional cash flows in multiple currencies and is exposed to the volatility of
these currencies against the euro. The treasury policy is to hedge between 25% and 80% of the
transactional cash flows based on a rolling 12-month forecast. Derivative financial instruments are
aimed at reducing the exposure to adverse currency change. Some of the currency derivatives
qualify for hedge accounting. The fair value is recorded in the hedging reserve in equity for the
effective part and in the Income Statement for the ineffective part. At the end of 2015 the notional
principal amounts of the outstanding forward foreign exchange contracts were:
in thousands of EUR
31 December 2015
31 December 2014
United States Dollar (USD)
40,652
24,134
Polish Zloty (PLN)
10,637
2,893
Swedish Krona (SEK)
10,101
-
9,098
-
Norwegian Krone (NOK)
8,369
-
Danish Krone (DKK)
6,002
-
Turkish Lira (TRY)
5,221
-
Hungarian Forint (HUF)
4,099
300
Czech Koruna (CZK)
Currency
3,985
4,176
Swiss Franc (CHF)
653
1,159
Russian Ruble
353
-
-
1,366
Chilean Peso (CLP)
All these foreign exchange deals are partially hedging underlying forecasted transactions of Group
entities in the corresponding foreign currency. The remaining currency derivatives that do not qualify
for hedge accounting have been classified as fair value derivatives, which hedge monetary items.
33 Trade and Other Payables
in thousands of EUR
Notes
Trade payables
31 December 2015
31 December 2014
134,032
132,672
Accrued expenses
97,792
93,047
Other taxes and social security
70,174
71,639
17,937
20,950
Payables to related parties
Deferred income
Other payables
37.1
67,849
58,590
145,825
126,160
533,609
503,058
The carrying value is assumed to approximate the fair value due to the short-term nature.
34 Cash Generated from Operations
in thousands of EUR
Notes
Result before tax
2015
2014
334,015
254,243
Adjusted for:
Depreciation and impairments
13
107,158
96,805
14,15
45,822
40,173
Result from sale of property, plant and equipment
Result from sale of intangibles
- 1,727
776
171
- 1,264
10
19,148
34,366
Result from associates
9
- 4,620
- 2,696
- Inventories
- 25,369
- 16,123
- Trade and other receivables
- 15,585
- 10,989
Changes in working capital :
- Trade and other payables
Changes in provisions
Cash generated from operations
4,069
35,447
- 1,073
46,577
462,009
477,315
Changes in working capital exclude exchange differences and the effect of acquisitions.
In 2014 the cash generated from operations benefited from an one-off change in provisions for longterm incentive plan in connection with the IPO.
35 Contingencies
35.1 Contingent Liabilities
The Group is currently in dispute with a lens manufacturer, Zeiss, who participated in, but did not
win, the lens tender organized by the Group in 2012. Consequently Zeiss’ existing lens-supply
contract expired on the contractual expiration date of 31 October 2013. Zeiss subsequently claimed
that GrandVision’s termination of the agreement was unlawful. GrandVision intends to vigorously
oppose these actions taken by Zeiss, and has not included a provision. Zeiss formally sued
GrandVision France before the Paris Commercial Court on 10 April 10 2014, claiming damages of
approximately €57 million on the ground of unlawful termination of the lens purchase agreement.
As GrandVision is confident in their legal position in this dispute, no provision is recognized in the
consolidated financial statements. A number of hearings took place in 2015 and the Paris
Commercial Court declared itself not competent to hear this matter in its January 25, 2016 decision.
Zeiss appealed this decision and the procedure is continuing.
Pursuant to Zeiss’ complaint, the French competition-law body DGCCRF (Direction générale de la
concurrence, de la consommation et de la répression des fraudes’) visited the Company’s offices in
France in November 2013 and requested documentation regarding GrandVision’s corporate
structure and previous lens tenders. Following an interview with management in May 2014, the
DGCCRF issued a report that is favorable to GrandVision.
As a multinational company being present in many jurisdictions the Group is involved in a number of
tax proceedings. In November 2015 the Group received a report from the German tax authorities
following their tax audit covering Apollo-Optik in the years 2008-2012. This report included findings
and viewpoints of the tax authorities on German VAT aspects. Discussions and formalities are
proceeding at this stage. The Group is contesting the viewpoints of the German tax authorities on the
tax position and will defend its position vigorously, if needed in court. As the Group is sufficiently
confident to sustain its position on this matter, no provision has been recognized in the consolidated
financial statements. If the Group is unsuccessful in resolving this matter, the exposure, including the
period after 2012, is €15 million.
35.2 Operating Lease Commitments
The future aggregate minimum lease payments under non-cancellable operating leases are as
follows:
in thousands of EUR
31 December 2015
31 December 2014
Not later than 1 year
292,443
229,872
Later than 1 year and not later than 5 years
615,204
523,343
Later than 5 years
150,509
164,466
1,058,156
917,681
The lease commitments, excluding the impact of renewal options, relate mainly to the lease of stores
and offices. For commitments related to associates please refer to note 18. The amount recognized
in the Income Statement as rental expenses is €378,835 (2014: €344,961).
36 Auditor Fees
The general and administrative expenses include the fees and services provided by
PricewaterhouseCoopers Accountants NV and its member firms.
in thousands of EUR
Audit fees
2015
2014
2,656
2,605
Audit-related fees
-
1,450
Tax advisory fees
240
92
Other non-audit fees
121
188
3,017
4,335
The audit-related fees in 2014 are expenses incurred in the process of the listing of GrandVision on
the stock exchange.
37 Related Parties
37.1 Other Transactions with Related Parties
During 2015 GrandVision acquired goods from Safilo (an associate of HAL) for an amount of
€77,183 (2014: €63,094). Trade receivables (note 20) include a receivable for marketing activities of
€9,020 from Safilo (2014: €2,142), receivable from Intersafe Holding (a subsidiary of HAL) of €81
(2014: €24) and receivable from AudioNova International BV of €44 (2014: €0) . Trade payables
(note 33) include a liability to Safilo of €15,477 (2014: €15,172) and a payable to HAL Investments
and HAL subsidiaries of €2,460 (2014: €5,778).
37.2 Loans to Related Parties
The Group has granted loans to members of the management as part of the long-term incentive
plan. For more details refer to note 17.
Management of the Group and its subsidiaries:
in thousands of EUR
Additions
Redemptions
Accrued interest
2015
2014
16,769
15,302
-
2,900
- 7,390
- 2,176
537
743
9,916
16,769
Amount of loan (in
thousands of EUR)
Term
Interest rate, %
1,524
June 2012 - unlimited
4.00%
Th. A. Kiesselbach
913
June 2005 – unlimited
5.00%
Th. A. Kiesselbach
85
June 2010 – 6 years
4.00%
Th. A. Kiesselbach
159
4.00%
1,494
4.00%
The loans to key management have the following terms and conditions:
Name of key management
2015
2014
All loans have been granted to senior managers of the Company as part of various long-term
incentive plans. Upon sale of shares the managers will have to redeem their loans. The shares
awarded under LTIP real share plan are pledged as security on the loans.
37.3 Remuneration
Key management includes the Management Board, which consists of the CEO and CFO. The
remuneration for key management comprises a fixed and a variable part and includes salary, postemployment benefits and long-term incentive plan benefits.
in thousands of EUR
2015
2014
Salary and other short-term benefits
785
686
140
121
420
313
Long-term incentive plan benefits
1,100
1,151
2,445
2,271
530
441
Salary and other short-term benefits
94
70
463
191
Long-term incentive plan benefits
1,159
409
2,246
1,111
Key management is entitled to an annual performance-related variable remuneration. The objective
of the annual performance-related variable remuneration payment is to incentivize and reward
strong short-term financial and personal performance and the implementation of strategic
imperatives, and to facilitate rapid growth while continuing to focus on sustainable results. The
Supervisory Board will define, on an annual basis, the performance ranges, the “on target” value and
the maximum at which the payout will be capped. For more details refer to the chapter
'Remuneration Report' of the Annual Report. The set targets for 2015 were largely achieved.
The performance conditions are set by the Supervisory Board on an annual basis at or prior to the
beginning of the relevant calendar year. These performance conditions include criteria reflecting
GrandVision’s financial performance and may also include quantitative or qualitative criteria related
to the Company’s non-financial performance and/or to individual performance.
The amounts included as long-term incentive plan benefits represent the amounts recognized in the
Income Statement. For the movements in the long-term incentive plan please refer to note 30.
37.4 Supervisory Board Remuneration
The remuneration paid or payable to the Supervisory Board is shown below:
in thousands of EUR
2015
2014
C.J. van der Graaf
73
58
J.A. Cole
60
47
M.F. Groot
60
-
P. Bolliger
60
48
W. Eelman
60
48
313
201
All the remuneration paid or payable to the Supervisory Board comprises short-term benefits.
38 Non-GAAP Measures
In the internal management reports, GrandVision measures its performance primarily based on
EBITDA and adjusted EBITDA (refer to note 5). These are non-GAAP measures not calculated in
accordance with IFRS.
The table below presents the relationship with IFRS measures, the operating result and GrandVision
non-GAAP measures, i.e. EBITDA.
in thousands of EUR
2015
2014
Adjusted EBITDA
511,611
449,498
Non-recurring items
EBITDA
Depreciation & amortization software
- 5,468
- 23,911
506,143
425,587
- 121,320
- 108,380
EBITA
384,823
317,207
Amortization & impairments
- 31,660
- 28,598
Operating result
353,163
288,609
39 Principal Subsidiaries, Joint Ventures and Associates
Company
2015
2014
Country of
incorporation
Argentina
MasVision Latinoamerica Argentina S.A.
100%
100%
Pearle Österreich GmbH
100%
100%
Austria
Grand Opticiens Belgium N.V.
100%
100%
Belgium
Fototica Ltda
100%
100%
Brazil
VE Bulgaria EOOD
100%
100%
Bulgaria
Opticas GrandVision Chile Ltda.
100%
100%
Chile
GrandVision Optical Commercial (China) Co., Ltd.
100%
100%
China
GrandVision Shanghai Co. Ltd
100%
100%
China
Shanghai Red Star Optical Co. Ltd
100%
78%
China
LAFAM S.A.S.
100%
100%
Colombia
GrandVision Cyprus Ltd.
100%
100%
Cyprus
Fotex Ceska Republika s.r.o.
100%
100%
Czech Republic
Denmark
Synoptik A/S
63.29%
63.29%
Instrumentarium Optika OÚ
100%
100%
Estonia
Instru optiikka Oy
100%
100%
Finland
GrandVision France S.A.S.
100%
100%
France
Solaris Group Franchise S.A.S.
100%
100%
France
Solaris S.A.S.
100%
100%
France
Apollo Optik Holding GmbH & Co KG
100%
100%
Germany
Robin Look GmbH
100%
100%
Germany
GrandVision Hellas S.A.
100%
100%
Greece
LGL Ltd.
100%
100%
Guernsey
GrandVision Hungaryi Kft.
100%
100%
Hungary
50%
50%
India
Reliance-Vision Express Private Ltd**
50%
50%
India
Angelo Randazzo S.r.l.
Reliance-GrandVision India Supply Private Ltd**
100%
100%
Italy
Avanzi Holding Srl.
100%
100%
Italy
GrandVision Luxembourg S.a.r.l.
100%
100%
Luxembourg
Grupo Óptico Lux, S.A. de C.V.
70%
70%
Mexico
GVMV S.A. de C.V.
70%
70%
Mexico
Company
Tide Ti, S.A. de C.V.
2015
2014
Country of
incorporation
70%
70%
Mexico
Brilleland AS
63.29%
63.29%
Norway
Interoptik AS
63.29%
63.29%
Norway
62%
62%
Peru
Vision Express SP Sp.z.o.o.
100%
100%
Poland
GrandVision Portugal Unipessoal, Lda
100%
100%
Portugal
Lensmaster OOO
100%
100%
Russia
GrandOptical Slovakia s.r.o
100%
100%
Slovakia
Topsa Holding SA
Masvision Grupo Optico S.A.
100%
100%
Spain
Synoptik Sweden AB
63.29%
63.29%
Sweden
Visilab S.A.*
30.19%
30.19%
Switzerland
Brilmij Groep B.V.
100%
100%
The Netherlands
GrandVision Finance B.V.
100%
100%
The Netherlands
GrandVision Group Holding B.V.
100%
100%
The Netherlands
GrandVision IT Services B.V.
100%
100%
The Netherlands
GrandVision Retail Holding B.V.
100%
100%
The Netherlands
GrandVision Supply Chain B.V.
100%
100%
The Netherlands
Optical Retail Group B.V.
100%
100%
The Netherlands
Atasun Optik Sanayi ve Ticaret Limited Şirketi
100%
100%
Turkey
Vision Express Ltd.
100%
100%
United Kingdom
100%
MasVision Latinoamerica Uruguay S.A.
100%
For Eyes Optical Company
100% -
United States
Uruguay
GrandVision USA, Inc.
100% -
United States
* associate
** joint venture
The indicated shareholding reflects the ownership of the shareholding by GrandVision NV directly or
indirectly in the subsidiary, joint venture and associate.
Parent Company Financial
Statements
Income Statement
in thousands of EUR
Result from subsidiaries after income tax
Other income and expenses after income tax
Result for the year
2015
2014
197,506
188,980
15,224
- 27,777
212,730
161,203
The accompanying notes are an integral part of these parent company financial statements.
Parent Company Financial Statements
Balance Sheet (Before Appropriation of Result)
in thousands of EUR
Notes
31 December 2015
31 December 2014
762,410
833,519
ASSETS
Non-current assets
Financial fixed assets
2
1,851
8,192
-
1,933
764,261
843,644
36,321
12,743
Current assets
Total assets
44
28
36,365
12,771
800,626
856,415
EQUITY AND LIABILITIES
Equity
Share capital
3
Share premium
Treasury shares
Legal reserves
4
254
254
80,637
48,106
- 42,251
-
10,267
23,576
Retained earnings
516,883
389,751
Result for the year
212,730
161,203
778,520
622,890
Provisions non-current
-
10,451
-
14
Provisions - current
-
14,418
-
24,883
-
185,263
Provisions and deferred income tax liabilities
Borrowings
6
-
1,588
-
186,851
6,851
2,021
15,255
19,770
Current liabilities
Borrowings
Other liabilities
6
22,106
21,791
800,626
856,415
The accompanying notes are an integral part of these parent company financial statements.
Notes to the Parent Company
The company financial statements have been prepared in accordance with Part 9 of Book 2 of the
Dutch Civil Code. For setting the principles for the recognition and measurement of assets and
liabilities and determination of the result for its company financial statements, GrandVision makes
use of the option provided in Article 362(8) of Book 2 of the Dutch Civil Code. This means that the
principles for recognition and measurement of the company financial statements of GrandVision NV
are the same as those applied for the consolidated IFRS financial statements. The subsidiaries are
stated at net asset value.
For the accounting policies for the company balance sheet and Income Statement, reference is
made to the notes to the consolidated balance sheet and Income Statement. As the financial data of
the Company are included in the consolidated financial statements, the Income Statement in the
company financial statements is presented in condensed form (in accordance with Article 402, Book
2 of the Dutch Civil Code).
All amounts are presented in euros (€). Amounts are shown in thousands of euros unless otherwise
stated.
1.1 Accounting Policies
Financial fixed assets
Investments in consolidated subsidiaries are measured at net asset value. Net asset value is based
on the measurement of assets (including goodwill), provisions, and liabilities and the determination
of profit based on the principles applied in the consolidated financial statements.
2 Financial Fixed Assets
The movements in financial fixed assets are as follows:
Investment in
consolidated
subsidiaries
Loans and
receivables
Total
816,749
16,770
833,519
Additions
-
537
537
Dividends
- 252,000
-
- 252,000
- 2,492
-
- 2,492
-
- 7,391
- 7,391
- 12,195
-
- 12,195
Other comprehensive income
3,383
-
3,383
Other
1,543
-
1,543
Net result for current year
197,506
-
197,506
At 31 December 2015
752,494
9,916
762,410
in thousands of EUR
At 1 January 2015
Movements in 2015
Acquistion non-controlling interest
Repayment
The additions in investment in consolidated subsidiaries relate to a capital contribution.
The Company’s direct investments in subsidiaries consist of the following:
Company
2015
2014
GrandVision Group Holding B.V., The Netherlands
100%
100%
Central Vision II BV, the Netherlands
100%
100%
GrandVision France SAS, France
100%
100%
Vision Express Polska SP Sp. z o.o., Poland
0%
100%
Nordman Investment Ltd, Cyprus
0%
100%
3 Shareholders’ Equity
The shareholders’ equity in the parent company financial statements equals the shareholders’ equity
presented in the consolidated financial statements, except that legal reserves and undistributed
result are presented separately.
in thousands of EUR
At 1 January 2015
Share
capital
Share
premium
Treasury
shares
Legal
reserve
Retained
earnings
Result for
the year
Total
389,751
161,203
622,890
254
48,106
-
23,576
Appropriation of the result
-
-
-
-
Result for 2015
-
-
-
-
-
-
- 51,074
Actuarial gains/ (losses)
-
-
-
Other direct equity movements
-
-
-
Dividends paid
-
-
-
-
32,531
Total movements
254
At 31 December 2015
161,203 - 161,203
-
-
212,730
212,730
-
-
-
- 51,074
-
360
-
360
- 13,309
896
-
- 12,413
-
- 35,327
-
- 35,327
8,823
-
-
-
41,354
32,531
- 42,251
- 13,309
127,132
51,527
155,630
80,637
- 42,251
10,267
516,883
212,730
778,520
For the long-term incentive plan refer to note 30 to the consolidated financial statements.
4 Legal Reserve
The legal reserve cannot be used for dividend distribution and consists of:
in thousands of EUR
Reserves - subsidiaries
Loans to shareholders (LTIP)
Cumulative translation reserve
31 December 2015
31 December 2014
351
8,145
9,916
16,769
-
- 1,338
10,267
23,576
5 Retained Earnings
On 8 May 2015 the General Meeting of Shareholders determined that the result for 2014 would be
added in full to the retained earnings.
Refer to Note 24 to the consolidated financial statements regarding interim dividend paid out in
2015.
6 Borrowings
The non-current and current borrowings are specified as follows:
in thousands of EUR
At 1 January 2015
Additions
Repayments
At 31 December 2015
Non-current
Current
185,263
2,021
1,996
4,830
- 187,259
-
-
6,851
The repayment of the non-current borrowings is related to the repayment of the loan from a
subsidiary, the addition is the interest related to this loan. Addition of the current borrowings is
related to increase of the bank overdraft.
7 Provisions
The provisions (current and non-current) in 2014 consist of the long-term incentive plan; reference is
made to notes 29 and 30 of the consolidated financial statements.
8 Employees
The average number of employees of the Company in full-time equivalents during 2015 was 9.7
(2014: 8.4). Of these employees, 2 were employed outside the Netherlands (2014: 0).
9 Contingencies
The Company is liable, as intended in Article 403, Book 2, of the Dutch Civil Code for:
List of subsidiaries
Brilmij Groep B.V.
GrandVision Turkey B.V.
Central Vision II B.V.
HAL Investments Asia B.V.
GrandVision Baltics B.V.
Optical Retail Group B.V.
GrandVision Benelux B.V.
The Vision Factory B.V.
GrandVision Finance B.V.
Vision Express Middle East B.V.
GrandVision Group Holding B.V.
GrandVision Argentina & Uruguay B.V.
GrandVision India B.V.
GrandVision Brazil B.V.
GrandVision IT Services B.V.
GrandVision Chile B.V.
GrandVision Italy B.V.
GrandVision Colombia B.V.
GrandVision Portugal B.V.
GrandVision Latam B.V.
GrandVision Retail Holding B.V.
GrandVision Mexico B.V.
GrandVision Supply Chain B.V.
GrandVision Peru B.V.
The Company forms an income tax group with GrandVision Group Holding BV, Central Vision II BV,
GrandVision IT Services BV, GrandVision Supply Chain BV, GrandVision Finance BV, GrandVision
Turkey BV, HAL Investments Asia BV, Pearle Opticians Ireland Ltd, GrandVision Retail Holding BV,
GrandVision Latam BV, GrandVision Brazil BV, GrandVision Chile BV, GrandVision Argentina &
Uruguay BV, GrandVision Colombia BV, GrandVision Peru BV, GrandVision Mexico BV, GrandVision
India BV, Vision Express Middle East BV, GrandVision Italy BV, GrandVision Portugal BV, GrandVision
Benelux BV, The Vision Factory BV, Brilmij Groep BV and Optical Retail Group BV. Under the
standard conditions, the members of the tax group are liable for any taxes payable by the income tax
group.
For bank guarantee facilities refer to note 26 of the consolidated financial statements.
Management Board
Th. A. Kiesselbach, CEO
P.J. de Castro Fernandes, CFO
Supervisory Board
C.J. van der Graaf (Chairman)
M.F. Groot (Vice-Chairman)
P. Bolliger
J.A. Cole
W. Eelman
Other Information
The appropriation of results
Pursuant to Article 10.1.4. of the Articles of Association of GrandVision N.V., the Management Board,
subject to the prior approval of the Supervisory Board, may resolve to reserve the profits or a part of
the profits. The remaining profits are at the free disposal of the General Meeting.
Appropriation of results for the year
The net result for 2015 amounts to €212,730 and €142,075 will be added to the retained earnings
reserve.
Following Article 10.2 of the Articles of Association an interim dividend of €35,327 or EUR 0.14 per
share was declared by the Management Board on 4 September 2015. The interim dividend was paid
on 8 September 2015.
For 2015, it is proposed to the General Meeting to distribute a total dividend of €70,655 or EUR
0.28 per share. If approved, a final dividend of EUR 0.14 per share will be made payable on 11 May,
2016, considering the interim dividend that was paid on 8 September 2015. The final dividend will
be paid in cash following the approval of the proposal by the General Meeting.
Subsequent Events
There are no subsequent events to report.
Other information
Independent Auditor’s Report
To: the general meeting of shareholders and Supervisory Board of GrandVision N.V.
Report on the financial statements 2015
Our opinion
In our opinion:
• the consolidated financial statements give a true and fair view of the financial position of
GrandVision N.V. as at 31 December 2015, and of its result and its cash flows for the year then
ended in accordance with International Financial Reporting Standards as adopted by the
European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code;
• the parent company financial statements give a true and fair view of the financial position of
GrandVision N.V. as at 31 December 2015 and of its result for the year then ended in accordance
with Part 9 of Book 2 of the Dutch Civil Code.
What we have audited
We have audited the accompanying financial statements 2015 of GrandVision N.V.,
Haarlemmermeer (‘the company’). The financial statements include the consolidated financial
statements of GrandVision N.V. and its subsidiaries (together: ‘the Group’) and the parent company
financial statements.
The consolidated financial statements comprise:
• the consolidated balance sheet as at 31 December 2015;
• the following statements for 2015: the consolidated income statement and the consolidated
statements of other comprehensive income, the consolidated changes in shareholders’ equity and
the consolidated cash flow statement; and
• the notes, comprising a summary of significant accounting policies and other explanatory
information.
The parent company financial statements comprise:
• the parent company balance sheet as at 31 December 2015;
• the parent company income statement for the year then ended; and
• the notes, comprising a summary of the accounting policies and other explanatory information.
The financial reporting framework that has been applied in the preparation of the financial
statements is EU-IFRS and the relevant provisions of Part 9 of Book 2 of the Dutch Civil Code for the
consolidated financial statements and Part 9 of Book 2 of the Dutch Civil Code for the parent
company financial statements.
Other information
The basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.
Our responsibilities under those standards are further described in the 'Our responsibilities for the
audit of the financial statements' section of our report.
We are independent of GrandVision N.V. in accordance with the 'Verordening inzake de
onafhankelijkheid van accountants bij assuranceopdrachten' (ViO) and other relevant independence
requirements in the Netherlands. Furthermore, we have complied with the ‘Verordening gedrags- en
beroepsregels accountants’ (VGBA).
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Our audit approach
Overview and context
We designed our audit by determining materiality and assessing the risks of material misstatement
in the financial statements. In particular, we looked at where the Management Board made
subjective judgements, for example in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our
audits, we also addressed the risk of management override of internal controls, including evaluating
whether there was evidence of bias by the Management Board that may represent a risk of material
misstatement due to fraud.
We ensured that the audit teams both at group and at component levels included the appropriate
skills and competences which are needed for the audit of a global retail company. We therefore
included specialists in the areas of IT, valuations, taxes, actuarial and financial instruments expertise
in our team.
Materiality
Overall materiality: €16.7 million which represents 5% of profit before tax.
Audit scope
We conducted audit work in 13 locations covering 15 countries. Site visits were
conducted by the group audit team to eight locations – Apollo (Germany), Vision Express
(United Kingdom), GrandVision Benelux (The Netherlands), GrandVision (France),
Synoptik (Denmark), Avanzi (Italy), Randazzo (Italy) and Lensmaster (Russia). Audit
coverage: 81% of consolidated revenue and 76% of consolidated total assets.
Key audit matters
Assessment of goodwill valuation; accounting for acquisitions; accounting for uncertain
tax and legal positions.
Materiality
The scope of our audit is influenced by the application of materiality which is further explained in
the section 'Our responsibility for the audit of the financial statements'.
We set certain quantitative thresholds for materiality. These, together with qualitative
considerations, helped us to determine the nature, timing and extent of our audit procedures on the
individual financial statement line items and disclosures and to evaluate the effect of identified
misstatements on our opinion.
Based on our professional judgement, we determined materiality for the financial statements as a
whole as follows:
Overall group materiality
€16.7 million (2014: €12.5 million).
How we determined it
5% of profit before tax (2014: 5% of profit before tax).
Rationale for benchmark applied
We have applied this benchmark, a generally accepted auditing practice,
based on our analysis of the common information needs of users of the
financial statements. On this basis we believe that profit before tax is an
important metric for the financial performance of the company.
Component materiality
To each component in our audit scope, we, based on our judgement,
allocate materiality that is less than our overall group materiality. The
materiality allocated across components in the range of €0.2 million to
€8.5 million.
We also take misstatements and/or possible misstatements into account that, in our judgement, are
material for qualitative reasons.
We agreed with the Supervisory Board that we would report to them misstatements identified during
our audit above €250,000 (2014: €250,000) as well as misstatements below that amount that, in our
view, warranted reporting for qualitative reasons.
The scope of our group audit
GrandVision N.V. is the parent company of a group of entities. The financial information of this group
is included in the consolidated financial statements of GrandVision N.V.
The group audit focussed on the significant components Apollo (Germany), Vision Express (United
Kingdom), GrandVision Benelux (The Netherlands) and GrandVision (France). Additionally, based on
risk profile and significance to the group, nine locations were selected for full scope audit
procedures.
In total, in performing these procedures, we achieved the following coverage on the financial line
items:
Revenue
81%
Total assets
76%
Profit before tax
89%
None of the remaining locations represented more than 2% of total group revenue or total group
assets. For those remaining locations we performed, amongst others, analytical procedures to
corroborate our assessment that there were no significant risks of material misstatements within
those locations.
For all Dutch holding entities, the group engagement team performed the work. For all other
locations that are in scope of the group audit, we used component auditors from other PwC network
firms who are familiar with the local laws and regulations to perform this audit work.
Where the work was performed by component auditors, we determined the level of involvement we
needed to have in the related audit work to be able to conclude whether sufficient appropriate audit
evidence had been obtained as a basis for our opinion on the group financial statements as a whole.
The group engagement team attended all clearance meetings of the component teams with local
and group management. The group team engagement leader and the senior members of the group
engagement team reviewed all reports about the audit approach and findings of the other
Other information
component auditors in detail. The group engagement team visited Apollo (Germany), Vision Express
(United Kingdom), GrandVision Benelux (The Netherlands) and GrandVision (France) given the
relative size of the locations. For each of these locations we have reviewed the audit files of the
component auditors. In addition the group engagement team visits other operating companies on an
annual rotational basis. In 2015 the group engagement team visited Synoptik (Denmark), Avanzi
(Italy), Randazzo (Italy) and Lensmaster (Russia).
The group consolidation, financial statement disclosures and a number of complex items are
audited by the group engagement team at the company’s head office. These include, the accounting
of the long term incentive plan, the tax position and derivative financial instruments including hedge
accounting.
By performing the procedures above at components, combined with additional procedures at group
level, we have obtained sufficient and appropriate audit evidence regarding the financial
information of the group as a whole to provide a basis for our opinion on the consolidated financial
statements.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
the audit of the financial statements. We have communicated the key audit matters to the
Supervisory Board, but they are not a comprehensive reflection of all matters that were identified by
our audit and that we discussed. We described the key audit matters and included a summary of the
audit procedures we performed on those matters.
The key audit matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon. We do not provide a separate opinion on these matters
or on specific elements of the financial statements. Any comments we make on the results of our
procedures should be read in this context.
The key audit matters 'Impairment assessment of goodwill' and 'Accounting for acquisitions' are
similar in nature to the key audit matters we reported in 2014. Last year’s key audit matter on the
'Liability for long term incentive plans' fully related to the expected listing of GrandVision’s shares
and the related change of accounting of the plans. Following the listing and the payment of a
significant part of the incentive liability, it is not considered as a key audit matter anymore.
Key audit matter
How our audit addressed the matter
Assessment of goodwill valuation
Refer to note 2.14, 4.2, 14 and 16 of the financial statements
We evaluated and challenged the Management
for the accounting policies and underlying assumptions.
Board’s future cash flow forecasts and the
The goodwill on the balance sheet of GrandVision concerns
the underlying value in use calculations. We
€1,025 million. Of this, €430 million relates to segment ‘the
tested these values by comparing the prior year’s
process by which they were drawn up, and tested
G4’ and €374 million to ‘Other Europe’. The risk that we
forecast with the company’s actual performance
focused on in our audit is the risk of impairment of the
in 2015, given this would be an indicator of the
remaining balance of €221 million relating to ‘the Americas
quality of the company’s forecasting process.
& Asia’ segment. The value of the goodwill in this segment is The key assumption in the Americas & Asia
based on the highest value of the value in use or the fair
forecast is that the revenue exceeds growth rates
value less cost to disposal. In the value in use calculation the in ‘the G4’ and ‘Other Europe’. We compared the
most important assumptions concerns the relative high
growth rates to the proven track record of
growth rates of revenue and anticipated profit
improving performance by economies of scale
improvements, which would not be appropriate if those
and marketing. For the cash generating units
rates and improvements are not achievable in the future. For within ‘Americas & Asia’, GrandVision also
valuation based on the fair value less cost of disposal the
prepared a fair value less cost of disposal
most important assumption is the used sales multiple. Given valuation by applying a multiple on the average
the high level of management judgement in the impairment
sales of the last three years. We evaluated the
assessment we considered this area to be important for our
reasonableness of applied sales multiple by
audit. In 2015 no impairment of goodwill has been
comparison with recent market transactions and
recognised.
listed peer companies.
In addition we have tested the adequacy of the
related disclosures.
Key audit matter
Accounting for acquisitions
See notes 2.3, 2.12, 2.13 and 6 to the financial statements for We tested the (provisional) purchase price
the Management Board’s disclosures of the related
allocations in which we especially focused on the
accounting policies, judgements and estimates.
valuation of the intangible fixed assets such as
trademarks and customer databases of the
During 2015, GrandVision acquired a retail chain as well as
acquired companies. We tested that GrandVision
individual stores for a total consideration of
applies a consistent and generally accepted
€135 million. In addition the provisional purchase price
valuation method for the trademarks and
allocations of acquisitions in 2014 have been finalised in
customer databases. We particularly focussed on
2015.
the opening balances and related fair value
The acquisition accounting for these transactions comprise
adjustments. We evaluated the timing and
significant judgement of the Management Board for
appropriateness of the accounting treatment and
purchase price allocation mainly in relation to the valuation
the consideration of the acquisitions based on
of the intangible fixed assets such as, trademarks, customer
the contractual agreements per individual
databases and the remaining goodwill balance. In addition,
acquisition. With respect to our audit work on the
contractual agreements per individual acquisition required
goodwill valuation we refer to key audit matter
specific attention concerning the application of the
“impairment assessment of goodwill”. In addition
appropriate accounting treatment. Given the high level of
we have tested the adequacy of the related
management judgement and the complexity of contractual
disclosures.
agreements we considered this area to be important for our
audit.
Other information
Key audit matter
Accounting for uncertain tax and legal positions
See note 4.5, 4.7, 29 and 35.1 to the financial statements for
We have evaluated these tax and legal cases on
the Management Board’s disclosures of the related
an individual basis by evaluating the reports
accounting policies, judgements and estimates.
issued by the different authorities and the claim
received from Zeiss. We gained an
As a multinational company, GrandVision is present in many understanding of the process management
different tax and legal jurisdictions. At balance sheet date,
followed to assess the impact of the tax and legal
GrandVision has different disputes. The disputes we focused cases. We especially focussed on the present
on in our audit relates to the tax audit by the German Tax
situation at GrandVision and the arguments of
authorities (note 35.1), the investigations by the French
the different authorities and status pending legal
Competition Authority (note 29) and the claim from supplier proceedings. In addition we have evaluated the
Zeiss (note 35.1). The accounting for these uncertain tax and tax and legal opinions of management’s experts
legal positions comprise significant judgement by the
which have been obtained by GrandVision on the
Management Board mainly in the area whether to recognise respective cases. Furthermore specific focus has
these uncertain positions as a contingent liability or as a
been set on the similarities and differences of the
provision. Given the high level of management judgement
situation at GrandVision and comparable tax and
we considered this area to be important for our audit.
legal cases. Based on the above we, together with
specialists in our team, evaluated the
reasonableness of management’s assessment for
the accounting of this uncertain tax and legal
positions. In addition we have tested the
adequacy of the related disclosures.
Responsibilities of the Management Board and the Supervisory Board
The Management Board is responsible for:
• the preparation and fair presentation of the financial statements in accordance with EU-IFRS and
with Part 9 of Book 2 of the Dutch Civil Code, and for the preparation of the Management Board
report in accordance with Part 9 of Book 2 of the Dutch Civil Code, and for
• such internal control as the Management Board determines is necessary to enable the
preparation of the financial statements that are free from material misstatement, whether due to
fraud or error.
As part of the preparation of the financial statements, the Management Board is responsible for
assessing the company’s ability to continue as a going concern. Based on the financial reporting
frameworks mentioned, the Management Board should prepare the financial statements using the
going concern basis of accounting unless the Management Board either intends to liquidate the
company or to cease operations, or has no realistic alternative but to do so. The Management Board
should disclose events and circumstances that may cast significant doubt on the company’s ability to
continue as a going concern in the financial statements.
The Supervisory Board is responsible for overseeing the company’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our responsibility is to plan and perform an audit engagement to obtain sufficient and appropriate
audit evidence to provide a basis for our opinion. Our audit opinion aims to provide reasonable
assurance about whether the financial statements are free from material misstatement. Reasonable
assurance is a high but not absolute level of assurance which makes it possible that we may not
detect all misstatements. Misstatements may arise due to fraud or error. They are considered to be
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial statements.
A more detailed description of our responsibilities is set out in the appendix to our report.
Report on other legal and regulatory requirements
Our report on the Management Board report and the other information
Pursuant to the legal requirements of Part 9 of Book 2 of the Dutch Civil Code (concerning our
obligation to report about the Management Board report and other information):
• We have no deficiencies to report as a result of our examination whether the Management Board
report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this
Code, and whether the information as required by Part 9 of Book 2 of the Dutch Civil Code has
been annexed.
• We report that the Management Board report, to the extent we can assess, is consistent with the
financial statements.
Our appointment
We were appointed as auditors of GrandVision N.V. on 14 October 2014 by the Supervisory Board
following the passing of a resolution by the shareholders at the annual meeting held on 14 October
2014.
Rotterdam, 15 March 2016
PricewaterhouseCoopers Accountants N.V.
J.G. Bod RA
Other information
Appendix to our auditor’s report on the financial statements 2015 of
GrandVision N.V.
In addition to what is included in our auditor’s report we have further set out in this appendix our
responsibilities for the audit of the financial statements and explained what an audit involves.
The auditor’s responsibilities for the audit of the financial statements
We have exercised professional judgement and have maintained professional scepticism
throughout the audit in accordance with Dutch Standards on Auditing, ethical requirements and
independence requirements. Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement, whether due to fraud or error.
Our audit consisted, among others of:
• Identifying and assessing the risks of material misstatement of the financial statements, whether
due to fraud or error, designing and performing audit procedures responsive to those risks, and
obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the intentional override of internal control.
• Obtaining an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control.
• Evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Management Board.
• Concluding on the appropriateness of the Management Board’s use of the going concern basis of
accounting, and based on the audit evidence obtained, concluding whether a material uncertainty
exists related to events and/or conditions that may cast significant doubt on the company’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report and are made in the context of our
opinion on the financial statements as a whole. However, future events or conditions may cause
the company to cease to continue as a going concern.
• Evaluating the overall presentation, structure and content of the financial statements, including
the disclosures, and evaluating whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
Considering our ultimate responsibility for the opinion on the company’s consolidated financial
statements we are responsible for the direction, supervision and performance of the group audit. In
this context, we have determined the nature and extent of the audit procedures for components of
the group to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole. Determining factors are the geographic structure of the group, the
significance and/or risk profile of group entities or activities, the accounting processes and controls,
and the industry in which the group operates. On this basis, we selected group entities for which an
audit or review of financial information or specific balances was considered necessary.
We communicate with the Supervisory Board regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We provide the Supervisory Board with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the Supervisory Board, we determine those matters that were
of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, not
communicating the matter is in the public interest.
Other information
Address and contact details
GrandVision Head Office
GrandVision N.V.
WTC Schiphol Airport, Tower G5
Schiphol Boulevard 117
1118 BG Schiphol
the Netherlands
T +31 (0)88 887 01 00
E [email protected]
W www.grandvision.com
Media contact
[email protected]
Investor Relations contact
[email protected]
Design
KRUIT communication-design, The Hague
Creation and Publication Software
Tangelo Software B.V., Zeist
Photography
GrandVision N.V.

Annual Report 2015

Transcription

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